Baloise acquires around 70 per cent of Pax Anlage AG

Basel, The purchases announced on 6 January 2017 by Baloise Life Ltd, a subsidiary of Bâloise Holding Ltd, of three blocks of shares amounting to around 70 per cent of the share capital and voting rights of Pax Anlage AG from Pax Holding (cooperative), PAX, Schweizerische Lebensversicherungs-Gesellschaft AG and Nürnberger Lebensversicherung AG, were completed on 31 March 2017.

On 5 January 2017, Baloise Life Ltd (the 'Buyer' and 'Offeror') concluded an agreement with the main shareholder (Pax Holding (cooperative), Basel) and a sister company of Pax Anlage AG (Pax, Schweizerische Lebensversicherungs-Gesellschaft AG, Basel) to purchase the entirety of the shares in Pax Anlage AG (the 'Company' or 'Pax Anlage') held by the main shareholder and the sister company (i.e. a total of 103,736 Pax Anlage shares, equivalent to 57.63 per cent of the share capital and voting rights of the Company). Also on 5 January 2017, the Buyer concluded an agreement with Nürnberger Lebensversicherung AG to purchase the stake in the Company held by Nürnberger Lebensversicherung AG (a total of 24,000 Pax Anlage shares, equivalent to 13.33 per cent of the share capital and voting rights of the Company).

The necessary official approvals for the transaction were issued on 9 February 2017 (by the Swiss Financial Market Supervisory Authority, FINMA) and 2 March 2017 (by the Swiss Competition Commission, WEKO).

The two share purchase agreements were implemented on 31 March 2017. The Offeror therefore now holds 70.96 per cent of the share capital and voting rights in Pax Anlage.

On 10 March 2017, the Offeror published its offer prospectus for the public tender offer at a price of CHF 1,600 per share (subject to dilutive effects) in cash for all publicly held registered shares in Pax Anlage (SIX: PAXN) (the 'Offer'). Public shareholders are being offered the same price per share as the three major shareholders buying shares (see above). The offer price represents a premium of 18.6 per cent compared with the volume-weighted average price over the 60 trading days on the SIX Swiss Exchange prior to publication of the advance notice and of 11.9 per cent compared with the closing price on 5 January 2017. The advance notice, the offer prospectus, the fairness opinion prepared by IFBC AG and other offer documents are available at: www.baloise.com/en/home/media/news.

On 7 March 2017, the Board of Directors of Pax Anlage resolved, on the basis of a fairness opinion in accordance with the requirements of the Swiss Takeover Board, to support the Offer and to recommend to the shareholders that they accept it. The offer period began on 27 March 2017 and is expected to end on 25 April 2017. A second trading line (securities identification number 35.972.092) was opened for the technical processing of the Offer at the SIX Swiss Exchange on 27 March 2017. It is expected to remain open until the end of the additional acceptance period. Provided the Offer is made, the transaction is expected to be completed by the end of May 2017.

UBS is acting as the exclusive financial advisor for the Offeror and as the tender agent for this offer.

Provisional schedule

  • End of offer period: 25 April 2017
  • Annual General Meeting of Pax Anlage: 26 April 2017
  • Start of additional acceptance period: 3 May 2017
  • End of additional acceptance period: 16 May 2017
  • Publication of final result: 22 May 2017
  • Settlement: By 30 May 2017

Further information

This media information, the advance notice of the public tender offer and further information on Baloise and Pax Anlage AG can be found on our websites www.baloise.com and www.paxanlage.ch.

Disclaimer

Forward-looking statements

This media information contains forward-looking statements, such as about developments, plans, intentions, assumptions, expectations, beliefs and possible effects, as well as the description of future events, prospects, income, results and situations. These statements are based on current expectations, beliefs and assumptions of Bâloise Holding Ltd. Consequently, such statements are uncertain and may differ substantially from the latest facts, the current situation, current effects or developments.

Disclaimer

This press release is for informational purposes only and constitutes neither an offer to sell nor a solicitation to buy securities. Furthermore, this press release does not constitute a prospectus within the meaning of article 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The public tender offer (the "Public Tender Offer") for all publicly held shares in Pax Anlage AG will be made solely by means of, and on the basis of, an offer prospectus which is to be published. An investment decision regarding the acceptance of the Public Tender Offer should only be made on the basis of the offer prospectus. The offer prospectus will be available free of charge from UBS AG, Swiss Prospectus Switzerland, P.O. Box, CH-8098 Zurich (tel.: +41 44 239 47 03 (voice recorder); fax: +41 239 69 14; e-mail: swiss-prospectus@ubs.com).
 
Diese Pressemitteilung dient ausschliesslich zu Informationszwecken und stellt weder ein Angebot zum Verkauf noch eine Aufforderung zum Kauf von Wertpapieren dar. Ferner gelten diese Pressemitteilung nicht als Emissionsprospekt im Sinne von Art. 652a und/oder 1156 OR oder als Kotierungsprospekt im Sinne des Kotierungsreglements der SIX Swiss Exchange. Das öffentliche Kaufangebot (das "öffentliche Angebot") in Bezug auf sämtliche sich im Publikum befindenden Aktien der Pax Anlage AG erfolgt ausschliesslich durch und auf Basis eines zu veröffentlichenden Angebotsprospekts. Eine Anlageentscheidung hinsichtlich der Annahme des öffentlichen Angebots sollte nur auf der Grundlage des Angebotsprospekts erfolgen. Der Angebotsprospekt ist kostenfrei bei UBS AG, Swiss Prospectus Switzerland, Postfach CH-8098 Zürich (Tel.: +41 44 239 47 03 (Anrufbeantworter); Fax: +41 44 239 69 14; E-Mail: swiss-prospectus@ubs.com) erhältlich..

This press release is not for distribution in the United States, Canada, Australia or Japan. Neither this press release nor the Public Tender Offer for all publicly held shares in Pax Anlage AG constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such an offer or solicitation would be unlawful.

United States of America

The Public Tender Offer referred to in this press release (the "Offer") is not being made directly or indirectly in or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America and may only be accepted outside the United States of America. This includes, but is not limited to, facsimile transmission, telex or telephones. The offer prospectus and any other offering materials with respect to the Offer may not be distributed in nor sent to the United States of America and may not be used for the purpose of soliciting the sale or purchase of any securities of Pax Anlage AG, from anyone in the United States of America. Basler Leben AG (the "Offeror") is not soliciting the tender of securities of Pax Anlage AG by any holder of such securities in the United States of America. Securities of Pax Anlage AG will not be accepted from holders of such securities in the United States of America. Any purported acceptance of the Offer that Offeror or its agents believe has been made in or from the United States of America will be invalidated. Offeror reserves the absolute right to reject any and all acceptances determined by it not to be in the proper form or the acceptance of which may be unlawful. A person tendering securities into this Public Tender Offer will be deemed to represented that such person (a) is not a U.S. person, (b) is not acting for the account or benefit of any U.S. person, and (c) us not in or delivering the acceptance from, the United States.

United Kingdom

The offer documents in connection with the Offer are not for distribution to persons whose place of residence, seat or usual place of residence is in the United Kingdom. This does not apply to persons who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc.») of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The offer documents in connection with the Offer must not be acted on or relied on by persons who are not Relevant Persons. In the United Kingdom any investment or investment activity to which the offer documents relate is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Australia, Canada and Japan

The Offer referred to in this press release is not addressed to shareholders of Pax Anlage AG whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the Offer.

The Baloise Group is more than just a traditional insurance company. The changing security, safety and service needs of society in the digital age lie at the heart of its business activities. The 7,300 or so employees of Baloise therefore focus on the wishes of their customers. The best possible customer service, combined with innovative products and services, makes Baloise the first choice for people who want to feel 'simply safe'. Located at the heart of Europe, with its head office in Basel, the Baloise Group is a provider of prevention, pension, assistance and insurance solutions. Its core markets are Switzerland, Germany, Belgium and Luxembourg. In Switzerland, with Baloise Bank SoBa, the Group also operates as a specialised financial services provider, offering a combination of insurance and banking services. The Group offers innovative pension products to retail customers throughout Europe from its competence centre in Luxembourg. Bâloise Holding Ltd shares are listed in the main segment of the SIX Swiss Exchange.