Hannover, 7 November 2005
The managing boards of Gerling-Konzern Versicherungs-Beteiligungs-Aktiengesellschaft (GKB) and Talanx AG have reached agreement on the takeover of the Gerling Group's operating insurance companies by Talanx AG.
Specifically, it is envisaged that Talanx AG will take over from GKB 100 % of GERLING Beteiligungs-GmbH (GBG) as well as 5 % of the shares of Gerling-Konzern Lebensversicherungs-Aktiengesellschaft (GKL), which are still held directly by GKB.
GBG, for its part, is the holding company of the Gerling Group's operating companies. In particular, it holds 65.4 % of the shares of Gerling-Konzern Allgemeine Versicherungs-Aktiengesellschaft (GKA) - the Group's property/casualty insurer - and the other 95 % of the shares of GKL, the Group's life insurer. Concerning GKA, it is envisaged - insofar and as soon as the statutory requirements are satisfied - that GBG will initiate a squeeze-out procedure with respect to the shares of GKA traded on the open market.
The managing boards of GKB and Talanx AG have further agreed to request their relevant bodies to give the necessary approval in the near term. The purchase agreement that will then be concluded shall - as a requirement for closing - contain the usual conditions precedent, in particular the necessary approval under the authorization procedures conducted in accordance with antitrust regulations as well as the consent of the German Insurance Supervisory Authority and a number of foreign insurance regulators.
The Board of Management of Talanx AG welcomes the understanding that has been reached as a further significant step in the long-term growth course pursued by the Talanx Group. Wolf-Dieter Baumgartl, Chairman of the Board of Management of Talanx AG, commented: "We are looking forward to integrating the prominent, long-established companies of the Gerling Group, with their dedicated and expert staff, into the Talanx group of companies. Based on our combined, widely recognized know-how, we shall strive with undiminished vigor to consistently enhance the quality of our services for the benefit of our collective clients."