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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Schedule 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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CONVERIUM HOLDING AG
(Name of Subject Company)
CONVERIUM HOLDING AG
(Name of Person Filing Statement)
Registered Shares, Nominal Value CHF 5 Per Share
American Depositary Shares, each representing one half of one Registered Share
(Title of Class of Securities)
Registered Shares*
American Depository Shares (CUSIP: 21248N107)
(CUSIP Number of Class of Securities)
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Christian Felderer
Converium Holding AG
Dammstrasse 19
CH-6301 Zug
Switzerland
+41 44 639 9335
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person Filing Statement)
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With copies to:
Gregory B. Astrachan, Esq.
Willkie Farr & Gallagher LLP
1 Angel Court
London EC2R 7HJ
England
+44 207 696 5454
*There is no CUSIP Number assigned to the Registered Shares.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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News release
Converium Holding Ltd, Zug
Zug, Switzerland - February 28, 2007 - Converium management reiterates its
support of the Board's decision to reject unsolicited offer
The management of Converium reaffirms today its unanimous support of the Board's
decision to reject the unsolicited offer by SCOR, at CHF 21.1 per share, for the
whole of the share capital of Converium, based on closing share prices at
February 16, 2007, that was published on February 26, 2007.
The Board of Directors of Converium continues to believe that SCOR's acquisition
currency is weak: based on today's closing share price of SCOR, the actual value
of the SCOR offer equates to CHF 19.48 (exchange rate EUR/CHF 1.6125), failing
to recognize Converium's stand alone franchise value.
Converium further informs that in light of the conditions to an upgrade of its
financial strength ratings, it commissioned a study analyzing settlements of SEC
investigations concerning financial and other performance data. The study
analyzed settlements compared with market capitalization and prior year earnings
in more than 100 cases between July 30, 2002 and February 20, 2007, including
approximately 65 cases relating to companies with market capitalizations of less
than USD 5 billion. The settlements in those cases (USD 5 billion market cap and
under) ranged from USD 0 to USD 50 million. If the previously announced SEC
inquiries regarding non-traditional insurance and reinsurance products were
ultimately settled within that range, Converium does not believe that the
ultimate resolution would have a material adverse impact on our financial
strength.
However, Converium expresses no opinion and makes no prediction regarding the
timing or substance, including amount, of the ultimate resolution of the SEC
inquiry or whether and when we will achieve a ratings upgrade. Despite
Converium's efforts to commission a comprehensive study, there can be no
assurance that the study was entirely comprehensive. In addition, the SEC may,
and likely will, consider factors other than market capitalization and earnings
in determining the appropriate resolution of their inquiry and Converium cannot
assure that this will not result in fines or penalties in excess of the range
suggested by the study.
Converium has made it a policy not to provide any quarterly or annual earnings
guidance and it will not update any past outlooks for full-year earnings. It
will, however, continue to provide investors with perspectives on its value
drivers, certain financial guidance for the full year, its strategic initiatives
and those factors critical to understanding its business and operating
environment.
Enquiries
Beat W. Werder Marco Circelli
Head of Public Relations Head of Investor Relations
beat.werder@converium.com marco.circelli@converium.com
Phone: +41 44 639 90 22 Phone: +41 44 639 91 31
Fax: +41 44 639 70 22 Fax: +41 44 639 71 31
Dr. Kai-Uwe Schanz Inken Ehrich
Chief Communication & Corporate Development Investor Relations Specialist
Officer inken.ehrich@converium.com
kai-uwe.schanz@converium.com Phone: +41 44 639 90 94
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Phone: +41 44 639 90 35 Fax: +41 44 639 70 94
Fax: +41 44 639 70 35
About Converium
Converium is an independent international multi-line reinsurer known for its
innovation, professionalism and service. Today Converium employs about 500
people in 15 offices around the globe and is organized into three business
segments: Standard Property & Casualty Reinsurance, Specialty Lines and Life &
Health Reinsurance. Converium has a "BBB+" financial strength rating (Credit
Watch positive) from Standard & Poor's and a "B++" financial strength rating
(outlook positive) from A.M. Best Company.
Important Disclaimers
This document contains forward-looking statements as defined in the U.S. Private
Securities Litigation Reform Act of 1995. It contains forward-looking statements
and information relating to the Company's financial condition, results of
operations, business, strategy and plans, based on currently available
information. These statements are often, but not always, made through the use of
words or phrases such as `seek to', `expects', `aims' `should continue',
`believes', `anticipates', `estimates' and `intends'. The specific
forward-looking statements cover, among other matters, our combined ratio,
return on equity and premium volume and expense reduction targets, our plans to
use capital more efficiently and to return capital to shareholders, the
reinsurance market, the Company's operating results, the Company's dividend
policy, our ability to obtain an upgrade of our financial strength rating and
the consequences of such an upgrade, the prospects for improving our results,
investment yield and market share. Such statements are inherently subject to
certain risks and uncertainties. Actual future results and trends could differ
materially from those set forth in such statements due to various factors. Such
factors include whether we are able to secure an upgrade of our financial
strength ratings; our ability to refinance our outstanding indebtedness and
increase our use of hybrid capital; uncertainties of assumptions used in our
reserving process; risk associated with implementing our business strategies and
our capital improvement measures; cyclicality of the reinsurance industry; the
occurrence of natural and man-made catastrophic events with a frequency or
severity exceeding our estimates; acts of terrorism and acts of war; changes in
economic conditions, including interest and currency rate conditions that could
affect our investment portfolio; actions of competitors, including industry
consolidation and development of competing financial products; a decrease in the
level of demand for our reinsurance or increased competition in our industries
or markets; our ability to expand into emerging markets; our ability to enter
into strategic investment partnerships; a loss of our key employees or executive
officers without suitable replacements being recruited within a suitable period
of time; our ability to address material weaknesses we have identified in our
internal control environment; political risks in the countries in which we
operate or in which we reinsure risks; the passage of additional legislation or
the promulgation of new regulation in a jurisdiction in which we or our clients
operate or where our subsidiaries are organized; the effect on us and the
insurance industry as a result of the investigations being carried out by the US
Securities and Exchange Commission, New York's Attorney General and other
governmental authorities; our ability to regain past customers following any
rating upgrades and the resolution of the investigations being carried out by
the US Securities and Exchange Commission, New York's Attorney General and other
governmental authorities; changes in our investment results due to the changed
composition of our invested assets or changes in our investment policy; failure
of our retrocessional reinsurers to honor their obligations or changes in the
credit worthiness of our reinsurers; our failure to prevail in any current or
future arbitration or litigation; and extraordinary events affecting our
clients, such as bankruptcies and liquidations, and other risks and
uncertainties, including those detailed in the Company's filings with the U.S.
Securities and Exchange Commission (including, but not limited to, our Annual
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Report on Form 20-F filed with the U.S. Securities and Exchange Commission) and
the SWX Swiss Exchange. The Company does not assume any obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Additional information and where to find it:
In connection with the offer by SCOR, Converium expects to file a
solicitation/recommendation statement with the Securities and Exchange
Commission (the "SEC"). Investors and security holders are strongly advised to
read these documents when they become available because they will contain
important information about the tender offer and the proposed merger. Copies of
the solicitation/recommendation statement will be available free of charge at
the SEC's web site at www.sec.gov, or at Converium's website at
www.converium.com.