MONY Shareholders Approve $1.5 Billion AXA Merger

May 19, 2004

Shareholders of the MONY Group have voted to approve the sale to France’s AXA Group for $1.5 billion.

Under the terms of the deal, AXA Financial, AXA’s U.S. financial services unit, will acquire 100 percent of MONY. The transaction remains subject to certain required regulatory approvals and certain other conditions. It is expected to close late in the second quarter or early third quarter of 2004.

AXA announced that “under the merger agreement, MONY stockholders will receive $31.00 in cash from AXA Financial, plus dividends of approximately $0.33 to $0.35 from MONY, for each share of MONY common stock.” The shareholders approved the transaction at a special meeting held on Tuesday, May 18, to consider the merger proposal.

AXA Financial president and CEO Christopher “Kip” Condron, commented: “This is an exciting day for two organizations with rich histories. MONY represents a very complementary fit to our insurance, annuity and asset management businesses, and we believe that together we can strengthen our industry leadership in providing financial advice. We have been diligently planning how to integrate the two companies as we work to secure the necessary regulatory approvals and satisfy other closing conditions. We look forward to closing this transaction as promptly as practicable and do not currently anticipate that the level of appraisal rights demands that have been received will change our thinking.”

AXA first made a bid for MONY last September, and succeeded in getting the approval of the company’s board of directors. However a group of minority shareholders opposed the deal, as they felt it undervalued the company, and opposed substantial “change in control” payments provided in the deal for MONY executives (around $ 90 million).

AXA Financial operates a number of different financial services companies, including: The Equitable Life Assurance Society, AXA Advisors, Alliance Capital Management, Sanford C. Bernstein and AXA Distributors.

Standard & Poor’s Ratings Services reacted to the announcement by revising the CreditWatch status of its ‘A’ counterparty credit and financial strength ratings on MONY Life Insurance Co. and MONY Life Insurance Co. of America to positive from developing, and the CreditWatch status of its ‘BBB’ counterparty credit rating on MONY Group Inc. to positive from developing.

“These rating actions follow the vote by MONY Group shareholders to approve the company’s proposed acquisition by AXA Financial Inc. The ratings were placed on CreditWatch on Feb. 19, 2004, because of concerns about MONY’s weak 2003 earnings and uncertainty about the successful completion of the proposed acquisition. The successful shareholder vote eliminates the greatest obstacle to the merger, which is now expected to be completed around the end of the second quarter,” said S&P’s announcement.

It also indicated that “upon completion of the acquisition, all of the ratings on the group are expected to be raised by one notch to within one notch of the ratings on AXA group, reflecting the companies’ implied support as strategic members of the AXA group.”

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