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PRESS RELEASE
For Immediate Release - 12/26/2000
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Media Contacts:
New York:
Barbara Wilkoc
AXA Financial, Inc.
212-314-3740
Jeff Tolvin
AXA Financial, Inc.
212-314-2811
Paris:
Christophe Dufraux
AXA
33.1.40.75.46.74
Emmanuelle Isnard
AXA
33.1.40.75.47.22
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Investor Contacts:
New York:
Gregory Wilcox
AXA Financial, Inc.
212-314-4040
Caroline Portel
AXA
212-314-6182
Paris:
Anne-Karin Durante
AXA
33.1.40.75.57.91
Marie-Flore Bachelier
AXA
33.1.40.75.49.45
Rebecca Antoniou
AXA
33.1.40.75.49.05
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AXA Completes Exchange Offer For Minority Interests In AXA Financial; Announces Subsequent Offering Period
Paris -- AXA and its wholly owned subsidiary, AXA Merger Corp. announced today the completion of their exchange offer for all outstanding shares of common stock of AXA Financial, Inc. (NYSE: AXF), other than shares owned by AXA and its subsidiaries and shares held in treasury by AXA Financial, Inc. According to the terms of the exchange offer, AXA and AXA Merger Corp. have offered to exchange each share of AXA Financial common stock, validly tendered and not withdrawn, for $35.75 in cash and 0.295 of an AXA ADS. The exchange offer expired at 12:00 midnight, New York City time, on Friday, December 22, 2000, at which time approximately 143,798,170 shares of AXA Financial common stock were validly tendered, including approximately 27,116,880 shares tendered pursuant to notice of guaranteed delivery. The tendered shares, including the shares tendered pursuant to notice of guaranteed delivery, correspond to approximately 82% of the publicly held shares of AXA Financial common stock. AXA and AXA Merger Corp. have accepted all such shares for payment. Payment for the validly tendered shares will be made promptly through First Chicago Trust Company of New York, the exchange agent for the offer. After payment for the tendered shares, AXA and its subsidiaries, including AXA Merger Corp., will increase their ownership from approximately 60% to approximately 93% of the issued and outstanding shares of AXA Financial common stock.
As described in the offer to exchange, AXA and AXA Merger Corp. will provide a subsequent offering period which begins today at 9:00 a.m. New York City time and expires at 12:00 midnight, New York City time, on Friday, December 29, 2000. During this subsequent offering period, shares of AXA Financial common stock will be accepted and promptly paid for as they are tendered. The same per share consideration paid during the initial offering period is extended through the subsequent offering period. Shares that are tendered during the subsequent offering period may not be withdrawn.
As described in the offer to exchange, following the subsequent offering period, AXA intends to cause AXA Merger Corp. to merge with and into AXA Financial, Inc. In the merger, the remaining public shareholders of AXA Financial, Inc. would receive the same per share consideration that they would have received in the offer, subject to the exercise of appraisal rights under Delaware law. It is currently anticipated that the merger transaction will be completed on or about January 2, 2001. When the merger is completed, AXA Financial, Inc. will be wholly owned by AXA.
AXA is the holding company for an international group of financial services companies focusing on insurance and asset management. AXA is one of the largest insurance groups in the world and the largest French insurance group. AXA's insurance operations include activities in life insurance, property and casualty insurance and international insurance, including reinsurance. AXA is also engaged in the asset management business and certain other financial services activities.
AXA Financial and its subsidiaries constitute a diversified financial services organization offering a broad spectrum of financial advisory, insurance and asset management services.
Security holders are strongly advised to read both the offer to exchange and the solicitation/recommendation statement regarding the offer and merger referred to in this press release, because they contain important information. The offer to exchange constitutes part of a registration statement on Form F-4 which has been filed by AXA with the Securities and Exchange Commission (SEC). The solicitation/recommendation statement has been filed by AXA Financial, Inc. with the SEC. You may obtain a free copy of these documents at the SEC's website at www.sec.gov. The offer to exchange and related materials may be obtained for free by directing such requests to AXA or Georgeson Shareholder Communications Inc. (call toll free (866) 678-2293). The solicitation/recommendation statement and such other documents may be obtained by directing such requests to AXA Financial, Inc. or Georgeson Shareholder Communications, Inc. (at the number mentioned above).
Important Legal Information
Certain statements in this press release that are neither reported financial results nor other historical information, are forward-looking statements, including, but not limited to statements that are predictions of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors, that could cause actual results and company plans and objectives to differ materially from those expressed or implied in the forward-looking statements (or from past results). Such risks, uncertainties and factors include the intensity of competition from other financial institutions, AXA's experience with regard to mortality and morbidity trends, lapse rates and policy renewal levels relating to AXA's life and health insurance operations, the frequency, severity and development of property and casualty claims including catastrophic events which are uncertain in nature and policy renewal rates relating to AXA's property casualty business, market risks related to fluctuations in interest rates, equity market prices and foreign currency exchange rates, the use of derivatives and AXA's ability to hedge such exposures effectively and counterparty credit risk, AXA's ability to develop, distribute and administer competitive products and services in a cost-effective manner and its ability to develop information technology and management information systems to support strategic goals while continuing to control costs and expenses, AXA's visibility in the market place and the financial and claims paying ratings of its insurance subsidiaries, AXA's access to adequate financing to support its future business, the effect of changes in regulation and laws affecting AXA's businesses including changes in tax laws affecting insurance and annuity products as well as operating income and changes in accounting and reporting practices, the costs of defending litigation and the risk of unanticipated material adverse outcomes in such litigation, adverse political developments around the world and the effect of future acquisitions. AXA undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information or future events circumstances or otherwise.
This press release is also available on AXA Group web site: www.axa.com
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