AXA (EPA:CS) - AXA announces regulatory approvals for the acquisition of XL Group have been obtained
Transparency directive : regulatory news
10/09/2018 22:15
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Press release
Paris, September 10, 2018
AXA announces regulatory approvals for the acquisition of XL Group have been
obtained
AXA S.A. ("AXA") announced today that it has obtained all regulatory approvals
required to complete the proposed acquisition of XL Group Ltd (NYSE: XL)
previously announced on March 5, 2018. The acquisition is expected to close on
September 12, 2018(1), pending the satisfaction of the remaining customary
closing conditions.
ABOUT THE AXA GROUP
The AXA Group is a worldwide leader in insurance and asset management, with
160,000 employees serving 105 million clients in 62 countries. In 2017, IFRS
revenues amounted to Euro 98.5 billion and IFRS underlying earnings to Euro 6.0
billion. AXA had Euro 1,439 billion in assets under management as of December
31, 2017.
The AXA ordinary share is listed on compartment A of Euronext Paris under the
ticker symbol CS (ISN FR 0000120628 - Bloomberg: CS FP - Reuters: AXAF.PA).
AXA's American Depository Share is also quoted on the OTC QX platform under the
ticker symbol AXAHY.
The AXA Group is included in the main international SRI indexes, such as Dow
Jones Sustainability Index (DJSI) and FTSE4GOOD.
It is a founding member of the UN Environment Programme's Finance Initiative
(UNEP FI) Principles for Sustainable Insurance and a signatory of the UN
Principles for Responsible Investment.
This press release and the regulated information made public by AXA pursuant to
article L. 451-1-2 of the French Monetary and Financial Code and articles 222-1
et seq. of the Autorité des marchés financiers' General Regulation are
available on the AXA Group website (axa.com).
THIS PRESS RELEASE IS AVAILABLE ON THE AXA GROUP WEBSITE axa.com
FOR MORE INFORMATION:
Investor Relations: +33.1.40.75.48.42
Andrew Wallace-Barnett: +33.1.40.75.46.85
François Boissin: +33.1.40.75.39.82
Aayush Poddar: +33.1.40.75.59.17
Shantanu Priya: +33.1.40.75.58.44
Mathias Schvallinger: +33.1.40.75.39.20
Alix Sicaud: +33.1.40.75.56.66
Individual Shareholder Relations: +33.1.40.75.48.43
Media Relations: +33.1.40.75.46.74
Julien Parot: +33.1.40.75.59.80
Nicolas Feltrin: +33.1.40.75.56.48
Shruti Dhanda: +33.1.40.75.72.58
Farah El Mamoune: +33.1.40.75.46.68
Corporate Responsibility strategy:
axa.com/en/about-us/strategy-commitments
SRI ratings:
axa.com/en/investor/sri-ratings-ethical-indexes
ABOUT XL Group Ltd
XL Group Ltd (NYSE:XL), through its subsidiaries and under the XL Catlin brand,
is a global insurance and reinsurance company providing property, casualty and
specialty products to industrial, commercial and professional firms, insurance
companies and other enterprises throughout the world. Clients look to XL Catlin
for answers to their most complex risks and to help move their world forward.
To learn more, visit xlgroup.com
FOR MORE INFORMATION:
Investor Relations:
Giovanni Astolfi: +1 203-674-6973
Media Relations:
Elliott Bundy: +1 203-674-6932
Sinead Finlay: +44 20-7621-4377
(1) As a result of the closing of the acquisition, XL Group will become a
wholly-owned subsidiary of AXA. Assuming the closing is completed prior to the
close of trading of XL Group's common shares on the New York Stock Exchange on
September 14, 2018, XL Group's previously announced quarterly dividend, payable
to holders of record of XL Group's common shares as of September 14, 2018, will
not be paid to shareholders who hold XL Group's common shares prior to the
closing.
IMPORTANT LEGAL INFORMATION AND CAUTIONARY STATEMENTS CONCERNING
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 ("PSLRA") provides a "safe
harbor" for forward-looking statements. Any prospectus, prospectus supplement,
Annual Report to common shareholders, proxy statement, Form 10-K, Form 10-Q or
Form 8-K or any other written or oral statements made by AXA, XL Group or on
AXA's or XL Group's behalf may include forward-looking statements that reflect
their respective current views with respect to future events and financial or
operational performance. Such statements include forward-looking statements
both with respect to AXA or XL Group in general, and to the insurance and
reinsurance sectors in particular (both as to underwriting and investment
matters). Statements that include the words "expect," "estimate," "intend,"
"plan," "believe," "project," "anticipate," "may," "could," or "would" and
similar statements of a future or forward-looking nature identify
forward-looking statements for purposes of the PSLRA or otherwise.
The proposed transaction is subject to risks and uncertainties and factors that
could cause AXA's or XL Group's actual results to differ, possibly materially,
from those in the specific projections, goals, assumptions and statements
include, but are not limited to (i) that AXA and XL Group may be unable to
complete the proposed transaction because, among other reasons, conditions
to the closing of the proposed transaction may not be satisfied or waived; (ii)
unce rtainty as to the timing of completion of the proposed transaction; (iii)
the occurrence of any event, change or other circumstances that could give rise
to the termination of the merger agreement; (iv) risk s related to disruption
of AXA's or XL Group's management's attention from ongoing business operations
due to the proposed transact ion; (v) the effect of the proposed
transaction on AXA or XL Group's relationships with their respective clients,
operating results and business generally; and (vi) the outcome of any legal
proceedings to the extent initiated against AXA, XL Group or others
following the announcement of the proposed transaction, as well as AXA's and XL
Group's management teams' response to any of the aforementioned factors.
Undue reliance should not be placed on such statements because, by their
nature, they are subject to known and unknown risks and uncertainties and can
be affected by other factors. Please refer to Part 4 - "Risk factors and risk
management" of AXA's Registration Document for the year ended December 31,
2017, for a description of certain important factors, risks and uncertainties
that may affect AXA's business and/or results of operations and to XL Group's
recent annual report on Form 10-K and quarterly report on Form 10-Q available
on XL Group's website. Neither AXA nor XL Group undertakes any obligation to
publicly update or revise any of these forward-looking statements, whether to
reflect new information, future events or circumstances or otherwise, except as
part of applicable regulatory or legal obligations.
The foregoing review of important factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements that are
included herein or elsewhere.