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 January,20th 2004
Commission File Number: 1-15154
ALLIANZ AKTIENGESELLSCHAFT
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IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY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.
January 20, 2004
Press Information
Messer Griesheim to Divest Operations in Germany, United Kingdom and the
United States to Air Liquide for EUR 2.7bn
Messer family plans to continue industrial gas business and to take full control
of the company
Messer Griesheim, a leading producer of industrial and specialty gases,
announced today that it entered into an agreement with L'Air Liquide SA ("Air
Liquide") regarding the sale of its operations in Germany, the United Kingdom,
and the United States for a total consideration of approx. EUR 2.7bn, including
assumed debt.
The transaction is part of a contemplated change in the ownership structure of
Messer Griesheim. The shareholders of Messer Griesheim (Messer family through
their holding company Messer Industrie GmbH ("MIG"), Allianz Capital Partners
("ACP") and private equity funds managed by Goldman Sachs ("Goldman Sachs
Funds")) have reached a principle agreement whereby MIG will acquire the stakes
from ACP and the Goldman Sachs Funds. Following the divestment of the operations
in Germany, UK and US, the newly formed Messer group will operate in 26
countries in Western and Eastern Europe, as well as in China and Peru.
Headquartered in Frankfurt am Main, Germany, it generated estimated pro-forma
sales of approx. EUR 470 million in 2003 and employs more than 3,600 people.
"With its strong market positions in Central and South-Eastern Europe, as well
as stable niche positions in Western Europe and China, the new Messer group will
have a solid basis to continue its profitable growth", said Stefan Messer,
member of the management board of Messer Griesheim, CEO of MIG and grandson of
one of Messer Griesheim's founders. Messer Griesheim's activities in Germany,
the United Kingdom, and the United States are complementary to Air Liquide's own
operations and will strengthen Air Liquide's global network. "The management
team of Messer Griesheim is proud of having developed the business to the point
where this transaction was made possible. We are looking forward to becoming
part of the largest company in our industry", said Dr. Klaus-Jurgen Schmieder,
CEO of Messer Griesheim. Messer currently estimates that the businesses to be
divested to Air Liquide generated revenues of approx. EUR 1,040 million and
EBITDA of approx. EUR 265 million in 2003; these estimates are preliminary and
are subject to, among other things, audit and potential year-end adjustments.
In April 2001, ACP and the Goldman Sachs Funds acquired 67% of Messer Griesheim
from Hoechst AG (Aventis) in the largest European leveraged buy-out at that
time. Since then, management in close cooperation with the shareholders
strengthened the operating business and focused the company on its core markets
in Europe and the United States by divesting activities in Latin America, Africa
and Asia. "The separation from Hoechst and the support of the financial
investors enabled the group to focus on its core business. With ACP and Goldman
Sachs we had two highly qualified investors that backed the necessary
restructuring from the beginning and provided valuable strategic guidance. This
made it possible for us to achieve our objectives", stated Mr. Messer.
The proposed transactions are subject to various conditions, including approvals
by the relevant antitrust authorities, MIG's full acquisition of the remaining
Messer Griesheim group and the completion of a tender offer and consent
solicitation in respect of Messer Griesheim's EUR 550 million 10.375% Senior
Notes due 2011 to permit the transactions. In connection with this last
condition, the sale agreement contemplates that Messer Griesheim will offer to
repurchase all of the outstanding Senior Notes. The tender offer is expected to
be financed with the proceeds of the sale to Air Liquide and will be subject to,
among other conditions, the other transactions taking place. All transactions
are expected to be completed around midyear
2004, although no assurances can be given in this regard. In the event that the
transaction with Air Liquide is not completed due to the antitrust condition not
being satisfied, Air Liquide would be required to pay to Messer Griesheim a
cumulative break up fee of approximately 8% of the value of the transaction.
Goldman Sachs acted as exclusive financial advisor to MIG in the restructuring
of Messer Griesheim's ownership structure and to Messer Griesheim in the sale of
the divested businesses.
This announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
any vote or approval in any jurisdiction. Holders of the Senior Notes can obtain
a free copy of this and any other documents filed by Messer Griesheim Holding AG
with the United States Securities and Exchange Commission at the SEC's website
(www.sec.gov). The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
Information, opinions and assessments contained in this document are only
intended for the personal use of the recipient and shall not be forwarded or
published. Allianz AG and its Group companies are not, under any circumstances,
liable for the correctness, completeness or timeliness or for the use of the
information. We expressly point out that statements of future expectations or
other forward looking statements contain risks and uncertainties that could
cause actual results, performance or events to differ materially from those
expressed or implied in such statements. Opinions which were expressed in this
document can change afterwards and no update of this document will be provided.
This document does not constitute an offer or a recommendation for any
investment.
If you are not the intended recipient of this e-mail please notify the sender.
These assessments are, as always, subject to the disclaimer provided below.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained herein may be statements of future
expectations and other forward-looking statements that are based on management's
current views and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or events to differ
materially from those expressed or implied in such statements. In addition to
statements which are forward-looking by reason of context, the words `may, will,
should, expects, plans, intends, anticipates, believes, estimates, predicts,
potential, or continue' and similar expressions identify forward-looking
statements. Actual results, performance or events may differ materially from
those in such statements due to, without limitation, (i) general economic
conditions, including in particular economic conditions in the Allianz Group's
core business and core markets, (ii) performance of financial markets, including
emerging markets, (iii) the frequency and severity of insured loss events, (iv)
mortality and morbidity levels and trends, (v) persistency levels, (vi) the
extent of credit defaults (vii) interest rate levels, (viii) currency exchange
rates including the Euro-U.S. dollar exchange rate, (ix) changing levels of
competition, (x) changes in laws and regulations, including monetary convergence
and the European Monetary Union, (xi) changes in the policies of central banks
and/or foreign governments, (xii) the impact of acquisitions, including related
integration issues, (xiii) reorganization measures and (xiv) general competitive
factors, in each case on a local, regional, national and/or global basis. Many
of these factors may be more likely to occur, or more pronounced, as a result of
terrorist activities and their consequences. The matters discussed herein may
also involve risks and uncertainties described from time to time in Allianz AG's
filings with the U.S. Securities and Exchange Commission. The company assumes no
obligation to update any forward-looking statement.
No duty to update
The company assumes no obligation to update any information contained herein.
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 AKTIENGESELLSCHAFT
By: /s/ Dr. Reinhard Preusche
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Dr. Reinhard Preusche
Group Compliance
By: /s/ Dr. Giovanni Salerno
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Dr. Giovanni Salerno
Group Compliance
Date: January 20th 2004