Delisting and squeeze-out of shares of Swiss Reinsurance Company Ltd
22 November 2011, Zurich
Swiss Re announces the delisting and squeeze-out of outstanding shares in Swiss Reinsurance Company Ltd (“SRZ”) following the exchange offer launched in April as part of establishing its new corporate structure. The Commercial Court of the Canton of Zurich has declared invalid all SRZ shares of the remaining minority shareholders.
Following completion of the public exchange offer by Swiss Re Ltd (“SRL”) for all publicly held shares of SRZ in June 2011, SRL held 98.1% of the shares of SRZ and filed a request to invalidate the remaining publicly held SRZ shares based on article 33 of the Swiss Federal Act on Stock Exchanges and Securities Trading.
The Commercial Court of the Canton of Zurich, pursuant to a decision dated 18 November 2011, has declared invalid all SRZ shares of the remaining minority shareholders. All holders of invalidated SRZ shares will be compensated on the basis of the exchange ratio of SRL’s public exchange offer, i.e. 1 share of SRZ will be exchanged for 1 newly issued share of SRL.
The last trading day of the SRZ shares is expected to be on 7 December 2011 and they are due to be delisted from the SIX Swiss Exchange on 8 December 2011. The exchange is scheduled to take place on 13 December 2011.
The SRZ shares trade under the symbol RUKN, and the SRL shares trade under the symbol SREN.
Notes to editors
This announcement is not an offer of shares or an invitation to exchange shares. The SRL shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an available exemption. A holder of SRZ shares who is resident in the United States will, subject to certain exceptions, receive the net cash proceeds from the sale in the market of the SRL shares to which it would otherwise be entitled.
The Swiss Re Group is a leading wholesale provider of reinsurance, insurance and other insurance-based forms of risk transfer. Dealing direct and working through brokers, its global client base consists of insurance companies, mid-to-large-sized corporations and public sector clients. From standard products to tailor-made coverage across all lines of business, Swiss Re deploys its capital strength, expertise and innovation power to enable the risk taking upon which enterprise and progress in society depend. Founded in Zurich, Switzerland, in 1863, Swiss Re serves clients through a network of 56 offices globally and is rated "AA–" by Standard & Poor's, "A1" by Moody's and "A" by A.M. Best. Shares in the Swiss Re Group holding company, Swiss Re Ltd, are listed on the SIX Swiss Exchange and trade under the symbol SREN. For more information about Swiss Re Group, please visit: www.swissre.com