================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
================================================================================
Schedule 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
================================================================================
CONVERIUM HOLDING AG
(Name of Subject Company)
CONVERIUM HOLDING AG
(Name of Person Filing Statement)
Registered Shares, Nominal Value CHF 5 Per Share
American Depositary Shares, each representing one half of one Registered Share
(Title of Class of Securities)
Registered Shares*
American Depository Shares (CUSIP: 21248N107)
(CUSIP Number of Class of Securities)
================================================================================
Christian Felderer
Converium Holding AG
Dammstrasse 19
CH-6301 Zug
Switzerland
+41 44 639 9335
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person Filing Statement)
================================================================================
With copies to:
Gregory B. Astrachan, Esq.
Willkie Farr & Gallagher LLP
1 Angel Court
London EC2R 7HJ
England
+44 207 696 5454
*There is no CUSIP Number assigned to the Registered Shares.
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
================================================================================
Converium reiterates rejection of unsolicited offer by SCOR
Zug, Switzerland - February 26, 2007
The Board of Directors of Converium has noted the announcement of an offer by
SCOR, at CHF 21.10 per share for the whole of the share capital of Converium,
based on closing share prices at February 16, 2007, that was published on
February 26, 2007.
The Board of Directors does not consider this formal pre-announcement to be
materially different to the previous unsolicited proposal of SCOR about which
Converium commented on February 19, 2007.
The Board of Directors of Converium continues to be unanimous in its rejection
of this offer. The unsolicited proposal fundamentally fails to recognise the
value of Converium's franchise and growth prospects, and is, therefore, not in
the interest of Converium, its shareholders, and its customers. The Board of
Directors of Converium will comment further once SCOR's offer prospectus is
published.
Converium will release its financial results for the financial year 2006 on
Wednesday, February 28, 2007, when it will present its medium-term strategic
plan and - based on Converium's 2006 financial performance and capital position
- - the steps towards achieving the Company's sustainable return on equity target
of 14% by 2009.
Enquiries
Beat W. Werder Marco Circelli
Head of Public Relations Head of Investor Relations
beat.werder@converium.com marco.circelli@converium.com
- ------------------------- ----------------------------
Phone: +41 44 639 90 22 Phone: +41 44 639 91 31
Fax: +41 44 639 70 22 Fax: +41 44 639 71 31
Dr. Kai-Uwe Schanz Inken Ehrich
Chief Communication & Corporate Investor Relations Specialist
Development Officer inken.ehrich@converium.com
kai-uwe.schanz@converium.com --------------------------
- ---------------------------- Phone: +41 44 639 90 94
Phone: +41 44 639 90 35 Fax: +41 44 639 70 94
Fax: +41 44 639 70 35
About Converium
Converium is an independent international multi-line reinsurer known for its
innovation, professionalism and service. Today Converium employs about 500
people in 15 offices around the globe and is organized into three business
segments: Standard Property & Casualty Reinsurance, Specialty Lines and Life &
Health Reinsurance. Converium has a "BBB+" financial strength rating (Credit
Watch positive) from Standard & Poor's and a "B++" financial strength rating
(outlook positive) from A.M. Best Company.
Important Disclaimer
This document contains forward-looking statements as defined in the U.S. Private
Securities Litigation Reform Act of 1995. It contains forward-looking statements
and information relating to the Company's financial condition, results of
operations, business, strategy and plans, based on currently available
information. These statements are often, but not always, made through the use of
words or phrases such as 'seek to', 'expects', 'should continue', 'believes',
'anticipates', 'estimates' and 'intends'. The specific forward-looking
statements cover, among other matters, the Company's internal review and related
restatement, the reinsurance market, the Company's operating results, certain
financial guidance, e.g. related to the tax rate of the Company, the acquisition
costs ratio and the costs of the Corporate Center, the rating environment and
the prospect for improving results and expense reductions. Such statements are
inherently subject to certain risks and uncertainties. Actual future results and
trends could differ materially from those set forth in such statements due to
various factors. Such factors include the impact of our ratings downgrade or a
further lowering or loss of one of our financial strength ratings; the impact of
the restatement on our ratings and client relationships; uncertainties of
assumptions used in our reserving process; risk associated with implementing our
business strategies and our capital improvement measures; cyclicality of the
reinsurance industry; the occurrence of natural and man-made catastrophic events
with a frequency or severity exceeding our estimates; acts of terrorism and acts
of war; changes in economic conditions, including interest and currency rate
conditions that could affect our investment portfolio; actions of competitors,
including industry consolidation and development of competing financial
products; a decrease in the level of demand for our reinsurance or increased
competition in our industries or markets; a loss of our key employees or
executive officers without suitable replacements being recruited within a
suitable period of time; our ability to address material weaknesses we have
identified in our internal control environment; political risks in the countries
in which we operate or in which we reinsure risks; the passage of additional
legislation or the promulgation of new regulation in a jurisdiction in which we
or our clients operate or where our subsidiaries are organized; the effect on us
and the insurance industry as a result of the investigations being carried out
by the US Securities and Exchange Commission, New York's Attorney General and
other governmental authorities; changes in our investment results due to the
changed composition of our invested assets or changes in our investment policy;
failure of our retrocessional reinsurers to honor their obligations or changes
in the credit worthiness of our reinsurers; our failure to prevail in any
current or future arbitration or litigation; and extraordinary events affecting
our clients, such as bankruptcies and liquidations, and other risks and
uncertainties, including those detailed in the Company's filings with the U.S.
Securities and Exchange Commission and the SWX Swiss Exchange. The Company does
not assume any obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional Information and Where to Find It. In connection with the offer by
SCOR, Converium expects to file a solicitation/recommendation statement with the
Securities and Exchange Commission (the "SEC"). Investors and security holders
are strongly advised to read these documents when they become available because
they will contain important information about the tender offer and the proposed
merger. Copies of the solicitation/ recommendation statement will be available
free of charge at the SEC's web site at www.sec.gov, or at Converium's website
at www.converium.com.
This press release was brought to you by Converium Holding Ltd