SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For April 27th 2007
Commission File Number: 1-15154
ALLIANZ SE
Koeniginstrasse 28
80802 Munich
Germany
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-13462) OF ALLIANZ
AKTIENGESELLSCHAFT AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT
IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY
FILED OR FURNISHED.
Allianz achieves its goal with tender offer for AGF - Squeeze-out to be launched
Following the closing of the tender offer for the outstanding shares, Allianz SE
will hold (directly and through its subsidiary Allianz Holding France SAS)
178,030,698 shares - representing 92.18 percent of AGF share capital and voting
rights - of its French subsidiary AGF. This is based upon an announcement today
of the French stock market authority Autorite des Marches Financiers (AMF).
Taking into account 6,199,392 treasury shares held by AGF representing 3.21
percent of the share capital, minority shareholders will hold 8,895,695 shares
representing 4.61 percent and therefore less than 5 percent of the AGF share
capital and voting rights following the tender offer. As stated already in the
tender offer document, Allianz SE intends to launch a squeeze-out procedure
pursuant to the conditions set forth in the General Regulations of the AMF. The
conditions for the squeeze-out and the consideration will be announced as soon
as the squeeze-out document has been filed with the AMF. "The success of this
offer is another step towards the implementation of our strategy to simplify
group structures and thereby improve competitive positions, which is also in the
interest of our customers", commented Paul Achleitner, member of the board of
Allianz SE.
These assessments are, as always, subject to the disclaimer provided below.
This communication may not be distributed or sent into, any jurisdiction where
it would be unlawful. The distribution of this communication may be restricted
by law in certain other jurisdictions. Accordingly, persons in whose possession
it comes are required to inform themselves of and observe any such restrictions.
This is not an offer to sell or buy (or the solicitation of an offer to buy or
sell) any securities in any jurisdiction, including the United States of
America. The offer document as well as the document in response have been
published and are available on the AMF's website (www.amf-france.org).
Forward-Looking Statements
Certain statements made in this communication are forward-looking statements.
Although Allianz's management believes that the expectations reflected in such
forward-looking statements are reasonable, readers are cautioned that these
forward-looking statement by their nature involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future.
Many factors could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements, including
those listed in our Annual Report on Form 20-F filed with the SEC on April 6,
2006. We undertake no obligation to update forward-looking statements.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALLIANZ SE
By: /s/ Dr. Reinhard Preusche
---------------------------------
Dr. Reinhard Preusche
Group Compliance
By: /s/ Dr. Giovanni Salerno
---------------------------------
Dr. Giovanni Salerno
Group Compliance
Date: April 27th 2007