The information contained in this news release is not for publication or distribution in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in the United States of America, Canada, Australia or Japan. Talanx AG does not intend to conduct a public offering of securities in any jurisdiction other than the Federal Republic of Germany and the Grand Duchy of Luxembourg. The public offering will be based exclusively on the basis of a prospectus to be published by Talanx AG.
Talanx resumes IPO and announces price range
- Capital market indicates significant interest in the transaction
- Shares will be offered within price range of EUR 17.30 to EUR 20.30
- Targeted gross proceeds of EUR 500 million including greenshoe, plus conversion of Meiji Yasuda Life Insurance’s convertible bond
- Offer period starts tomorrow and is expected to end on 1 October, 2012
- First day of trading scheduled for 2 October 2012
Hannover, 20 September 2012
Following encouraging unsolicited responses from equity market participants, Talanx AG has decided to resume its initial public offering and to start the offer period. Talanx and its Joint Global Coordinators Deutsche Bank and Berenberg Bank have set the price range of between EUR 17.30 and EUR 20.30 per share. Trading of the Talanx shares in the Prime Standard of the Frankfurt Stock Exchange is expected to start on 2 October 2012.
“We have over the last few days received numerous responses from the capital market and have held a number of discussions. Based on these conversations we have come to the conclusion that the market will be receptive to an IPO of Talanx. We are very aware that today’s move will come as a surprise after recent events”, commented Herbert K. Haas, Chief Executive Officer of Talanx AG. “We believe that the market environment continues to be favourable. We have listened carefully during the past days with the objective of fundamentally improving the preconditions for a successful completion of the transaction. Following encouraging signals from investors we are convinced more than ever that we can create value for our future shareholders through our IPO.”
The offering of Talanx shares commences on 21 September and is scheduled to close on 1 October 2012 at 12:00 noon (CEST) for retail investors and at 2:00pm (CEST) for institutional investors. The final offer price is also expected to be determined and published on 1 October 2012. Trading of the Talanx shares in the Prime Standard of the Frankfurt Stock Exchange is expected to start on 2 October 2012.
The offering consists of public offerings in Germany and Luxembourg and private placements in certain other jurisdictions. Talanx is offering up to 26.01 million new registered shares with no par value from a capital increase against cash contributions, excluding the convertible bond of Meiji Yasuda Life Insurance. Furthermore, up to 2.89 million registered shares with no par value are being offered in connection with a potential over-allotment (greenshoe option). Talanx intends to generate gross proceeds of approximately EUR 500 million through the IPO, assuming full exercise of the greenshoe option. Based on the price range Talanx will be valued at EUR 4.4 billion to 5.0 billion, assuming full exercise of the greenshoe option. The prospectus related to the initial public offering was approved by the Federal Financial Supervisory Authority (“BaFin”) today and published on the website of Talanx AG.
Talanx intends to use the proceeds of the offering mainly for financing growth, with a focus on organic growth in Industrial Lines and in high growth emerging markets. In addition, the Group plans to repay loans related to the recent acquisitions of two Polish insurance groups. Talanx AG’s strategic partner, Meiji Yasuda Life Insurance, will convert its EUR 300 million convertible bond held since November 2010 into shares of Talanx AG at the IPO price. Talanx thereby intends to further strengthen the Group’s capital base and to achieve – sustainably – an ‘AA’ capitalisation level according to Standard & Poor’s capital model.
HDI V.a.G. is planning to remain a permanent majority shareholder of Talanx AG.
Deutsche Bank and Berenberg Bank are acting as Joint Global Coordinators and Joint Bookrunners. Citigroup and J.P. Morgan are acting as further Joint Bookrunners. Barclays continues to act as Co-Bookrunner, HSBC and Keefe, Bruyette & Woods as Co-Lead Managers and M.M. Warburg & Co. as Co-Manager. Rothschild is advising Talanx AG on the IPO.
This news release is neither a prospectus nor does it constitute an offer to sell or the solicitation of an offer to purchase the shares or other securities of Talanx AG and it does not substitute the prospectus. The shares will be offered exclusively on the basis of a prospectus required to be published. The prospectus will be available free of charge from Talanx AG, Riethorst 2, D-30659 Hannover, and on the Internet under www.talanx.com. In particular, this news release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Any public offering of securities of Talanx AG to be made in the United States of America would have to be made by means of a prospectus that could be obtained from Talanx AG and that would contain detailed information about the company and management, as well as financial statements. Neither Talanx AG nor its shareholder intends to register any part of the offering in the United States of America.