Baloise publishes offer prospectus for the public takeover offer for Pax Anlage AG

Basel, As stated in the pre-announcement dated 6 January 2017, Baloise Life Ltd, a subsidiary of Bâloise Holding Ltd, has today published the offer prospectus for the public takeover offer for all publicly held registered shares in Pax Anlage AG.

On 6 January 2017, Baloise Life Ltd (the 'Offeror') published the pre-announcement of a public takeover offer for Pax Anlage AG ('Pax Anlage') at a price of CHF 1,600 in cash per registered share of Pax Anlage (ticker symbol: PAXN) (subject to dilutive effects). 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.

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 Offeror's public takeover offer and to recommend to the shareholders that they accept it. Further information on the offer can be found in the report of the Board of Directors, which is part of the offer prospectus. The advance notice, the offer prospectus, the fairness opinion prepared by IFBC AG and other offer documents are available at: https://www.baloise.com/de/home/medien/news.html.

Purchase of the shares of the three majority shareholders of Pax Anlage, as set out in the offer prospectus, is expected to be completed at the end of March 2017. The regulatory approvals (Financial Market Supervisory Authority FINMA, Competition Commission WEKO) have been granted. The offer period is expected to begin on 27 March 2017 and end on 25 April 2017. For the technical execution of the takeover offer, a second trading line (security number 35.972.092) will be opened at the SIX Swiss Exchange as of 27 March 2017, which is expected to remain open until the end of the additional acceptance period. Provided the offer is  declared successful, the transaction is expected to be completed at the end of May 2017.

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

Provisional schedule

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

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.