The Supervisory Board of AXA and the Board of Directors of FINAXA announced Tuesday that they had approved the study of the principle of a merger through an absorption of FINAXA by AXA and for this purpose, appointed committees of independent directors who will, in particular, decide on the exchange ratio between FINAXA and AXA shares.
For AXA and its shareholders, this merger would reportedly simplify the shareholder structure, improve the standing of the stock and increase the proportion of the publicly traded shares.
In addition, as a result of this transaction, AXA would directly own its brand, which is currently the property of FINAXA and for which AXA pays an annual fee (approximately euro 6.6 million in 2005).
For FINAXA shareholders, this transaction would reportedly improve the liquidity of their securities and would eliminate the holding company discount which currently affects the valuation of these securities.
It is currently anticipated that all AXA shares owned by FINAXA and its subsidiaries, i.e. 336 million shares, would be cancelled after the merger and, since FINAXA’s liabilities include a bond exchangeable into AXA shares, AXA shareholders’ equity post-merger would be reduced by approximately Euro 1.0 billion to Euro 1.3 billion.
Assuming an exchange ratio of 3.65 to 3.85 AXA shares for one FINAXA share and on the basis of preliminary calculations, this operation would be approximately 2% EPS accretive to AXA on a non-diluted basis as early as 2005 and neutral on a fully diluted EPS basis.
The final exchange ratio and the other terms and conditions of the
transaction are subject to approval by the respective Boards of AXA and FINAXA based on the recommendation of the Committees of Independent Directors and subject to the approval of AXA and FINAXA shareholders.
The final terms and conditions of the merger, including the exchange
ratio, should reportedly be known before the end of the second quarter of 2005. It is expected that the merger would be presented to both AXA and FINAXA shareholders for approval before the end of 2005.
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