SCOR and Converium creating together a top 5 reinsurer
Before you are trying to access this website please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights to access the information contained on this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit this part of the website.
To allow you to view documents on this website, you have to confirm that you have read this notice and agree to be bound by all of its terms, otherwise you will not be able to view the documents on this website. If you are not permitted to view this website, or viewing would result in a breach of the above, or you are in any doubt as to whether you are permitted to view this communication, please exit this website.
->DISCLAIMER
The communication on this website does not constitute an offer to sell or to purchase securities, nor a solicitation of an offer to sell or to purchase securities, whether in the context of the public tender offer in Switzerland by SCOR on the shares of Converium Holding AG ("Converium") with a nominal value of CHF 5 each (the "Tender Offer") or otherwise in France or in any jurisdiction where such offer, solicitation, sale or the acceptance of such offer may be unlawful. It does also not constitute a recommendation to sell or buy shares in SCOR or Converium.
The Offer Prospectus (the "Offer Prospectus") contains the terms and conditions of the Tender Offer, including the scope of the Offer, the way the Tender Offer can be accepted and the restrictions applicable to the Tender Offer in some countries. The Tender Offer is subject to all the terms and conditions set forth in the Offer Prospectus.
The Tender Offer made to the shareholders of Converium and the Offer Prospectus which has been filed with the Swiss Take Over Board and published on Bloomberg and in Le Temps and Neue Zürcher Zeitung in Switzerland on April 5, 2007 have been exclusively prepared under Swiss law and are subject to review and supervision by Swiss authorities only. The Tender Offer is not subject to any formality, registration or approval outside Switzerland (except for the share offering circular (the "Admission Prospectus") for the new SCOR shares to be issued in consideration to Converium shareholders’ contributions of their shares to the Tender Offer). The Tender Offer will not be made and may not be accepted in any jurisdiction where it breaches applicable law or where the applicable law requires SCOR in any way to change the Tender Offer, to submit an additional application to any authorities or other institutions, or to take any additional actions in connection with the Tender Offer (including, without limitation, Japan). SCOR shall not accept and shall have no obligation to accept any tenders made in connection with the Tender Offer from any such jurisdiction. It is not intended to extend the Tender Offer to any such jurisdictions. Documents related to the Tender Offer may neither be distributed in nor sent into such jurisdictions. Such documents do not constitute and may not be used to solicit an offer to sell or to purchase securities by any persons in such jurisdictions. In addition, the delivery of the new SCOR shares may be subject, in certain jurisdictions, to specific regulations or restrictions. The Tender Offer is not addressed to persons subject to such restrictions, either directly or indirectly. Persons in possession of the Offer Prospectus or any other document relating to the Tender Offer are required to obtain information about any local restriction that may apply and comply therewith. SCOR disclaims any liability for any violation of any applicable restrictions by any person.
The Admission Prospectus regarding the new SCOR shares to be issued in consideration to Converium shareholders’ contributions of their shares to the Tender Offer and a document established envisaging SCOR’s shareholders’ meeting convened to approve the contributions by Patinex AG and by Alecta pensionsförsäkring, ömsesidigt of their Converium shares (the "Document E") has each been registered with the French Autorité des Marchés Financiers (the "AMF") on April 10, 2007. The Admission Prospectus and the Document E are available without charges at SCOR’s corporate headquarters, 1, avenue du Général de Gaulle, 92 800 Puteaux, France, on SCOR’s website and on the AMF’s website. Copies of the Admission Prospectus and of the Document E will be addressed without charge upon request.
->U.S. RESTRICTIONS
Documents in relation to the Offer do not constitute an offer to sell or a solicitation of an offer to buy securities in the United States or to or from U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and the Offer will not be made in or into the United States and may not be accepted by U.S. persons or persons in the United States. The Offer will not be extended to American Depository Shares representing rights to receive Converium Shares. Accordingly, neither copies of the Offer Prospectus nor any other document relating to the Offer are being made available and should be mailed or otherwise distributed or sent in, into or from the United States, and persons receiving the Offer Prospectus or any other documents relating to the Offer (including custodians, nominees and trustees) must not distribute or send them into or from the United States. Shareholders of Converium who accept the Offer will, unless otherwise agreed by SCOR, be deemed to certify they are not located in the United States and are not US. Persons.
->U.K. RESTRICTIONS
Documents in relation to the Tender Offer are to be directed only at persons in the U.K. who (a) have professional experience in matters relating to investments, (b) are falling within Article 49 (2) (a) to (d) ("high net worth entities, unincorporated associations, etc") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (c) to whom they may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). In the U.K., copies of the Offer Prospectus, this communication or any other information in relation to the Tender Offer are not to be acted on or relied on by persons who are not relevant persons. In the U.K., any investment or investment activity to which the documents relating to the Tender Offer relate is available only to relevant persons and will be engaged in only with relevant persons.
->FORWARD LOOKING STATEMENTS
Information in the documents on this website relating to the Tender Offer include "forward-looking statements", including but not limited to statements that are predictions of or indicate future events, trends, plans or objectives, based on certain assumptions and include any statement which does not directly relate to a historical fact or current fact. Forward-looking statements are typically identified by words or phrases such as, without limitation, "anticipate", "assume", "believe", "continue", "estimate", "expect", "foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by future or conditional verbs such as, without limitations, "will", "should", "would" and "could." Undue reliance should not be placed on such statements, because, by their nature, they are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, achievements or prospects to differ from any future results, performance, achievements or prospects expressed or implied by the documents on this website, including the risk that the combination of SCOR and Converium may not be consummated. Such factors include, among others: the costs related to the transaction; the inability to obtain, or meet conditions imposed by, the required governmental and regulatory approvals and consents; the risk that the businesses of SCOR and Converium will not be integrated successfully; other risks and uncertainties affecting SCOR and Converium including, without limitation, the risk of future catastrophic events, economic and market developments, regulatory actions and developments, litigations and other proceedings.
This list is not exhaustive. Please refer to SCOR’s document de référence filed with the AMF on April 10, 2007 under number D.07-0294 for a description of certain additional important factors, risks and uncertainties that may affect the business of the SCOR group and to para. 2 of the Admission Prospectus and para. 3.1 of the Document E for certain specific risk factors relating to the transactions to which they relate.
SCOR and Converium operate in a continually changing environment and new risks emerge continually. SCOR does not undertake to update or revise any of these forward-looking statements, whether to reflect new information, future events or circumstances or otherwise.
Converium shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Tender Offer will only be set out in documents sent to or made available to Converium shareholders by SCOR and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.