Victoria Versicherung AG
Victoria Versicherung AG english
Control and profit transfer agreement with ERGO
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
——————————————————————————–
The ERGO Versicherungsgruppe AG, with headquarters in Düsseldorf, intends
signing control and profit transfer agreements with its subsidiaries by the end
of the year. In addition, corresponding agreements are to be signed with the
domestic companies at group levels next in line. Thus the position of ERGO as
the management and control holding of the group is further reinforced. This also
results in strengthening the current pooling of interests in respect of trade
tax and sales tax as well as meeting the demands for creating a group basis for
corporate income tax.
The ERGO Versicherungsgruppe AG has signed a control and profit transfer
agreement with the VICTORIA Versicherung AG, a subsidiary company based in
Düsseldorf and also listed on the stock exchange. The shareholders of the ERGO
Versicherungsgruppe AG are to be asked to vote in favour of these agreements
during ERGO’s Annual Shareholders’ Meeting on 6 June 2002. The Supervisory Board
of VICTORIA Versicherung AG has now taken the decision to recommend to the
shareholders of the VICTORIA to vote in favour of this agreement which is to
take place during an exceptional Shareholders’ Meeting in Düsseldorf on 17
December 2001.
The agreement envisages an appropriate settlement (§ 304 Companies Act) and a
cash payment (§ 305 Companies Act) for shareholders of VICTORIA Versicherung AG.
The amount was fixed by an appraisal report and the results were confirmed by
an officially appointed auditor. This will provide the shareholders of the
VICTORIA Versicherung AG with the opportunity to withdraw as a shareholder from
the VICTORIA Versicherung AG and to receive a cash payment of 1,750.57 euros for
every VICTORIA share during the period of this offer. Based on yesterday’s
closing rate for the VICTORIA share at 1,255 euros this means a premium of
39.5%. Or the shareholders will retain the shares of VICTORIA Versicherung AG
and will receive a fixed annual payment of 96.55 euros per share instead of
dividends in the future.
Düsseldorf, 7 November 2001
VICTORIA Versicherungs AG
Board of Management
end of ad-hoc-announcement (c)DGAP 07.11.2001
——————————————————————————–
WKN: 845300; Index:
Listed: Geregelter Markt in Berlin und Düsseldorf
070808 Nov 01