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Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of July, 2007
CONVERIUM HOLDING AG
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(Translation of registrant's name into English)
General Guisan-Quai 26
CH-8022 Zurich
Switzerland
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- Not Applicable
News release
Converium Holding Ltd, Zurich
Zurich, Switzerland - August 8, 2007 - SCOR successfully settles offer for
Converium
SCOR announced today that it was able to successfully settle the offer for
Converium. In total 92,969,353 shares were tendered. This settlement follows
SCOR's press release of last week with the announcement that the SCOR Group owns
96.32% of Converium shares after termination of the offer period. SCOR, as a
shareholder, now formally controls the company.
The change in ownership will be marked at Converium's Extraordinary General
Meeting (EGM) on August 30, 2007. At the EGM, Converium's current Board of
Directors will step down and be replaced by the following members (please see
www.converium.com for detailed CVs):
o Denis Kessler (55, French citizen), Chairman and Chief Executive
Officer of SCOR since November 4, 2002.
o Jean-Luc Besson (59, French citizen), Chief Risk Officer of SCOR since
July 1, 2004.
o Victor Peignet (49, French citizen), Chief Executive Officer, SCOR
GLOBAL P&C - Worldwide since July 5, 2005.
o Gilles Meyer (49, French and Swiss citizen), Director of Business Unit
1 of SCOR Global Life since November 23, 2006
o Georges Chodron de Courcelle (57, French citizen), Head of Corporate
Investment Banking at BNP Paribas and non-voting member of the Board
of SCOR.
o Jurg Marty (63, Swiss citizen), Managing Director for all common
activities of the Swiss Public Building Insurance Companies,
especially CEO of the Intercantonal Union of Reinsurance and CEO of
the Swiss Pool for Earthquake Cover.
o J. Friedrich Sauerlander (65, Swiss citizen), serving as Chairman or
Member of the Board of a number of companies and foundations.
The other agenda items for the EGM are the discharge of the current Board of
Directors and SCOR's proposition to change the name of the company from
Converium Holding AG to SCOR Holding (Switzerland) Ltd.
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 Development Investor Relations Specialist
Officer
kai-uwe.schanz@converium.com inken.ehrich@converium.com
Phone: +41 44 639 90 35 Phone: +41 44 639 90 94
Fax: +41 44 639 70 35 Fax: +41 44 639 70 94
About Converium
Converium is an 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 an "A-" ("strong") financial strength rating (outlook stable) from
Standard & Poor's and a "B++" financial strength rating (outlook positive) from
A.M. Best Company.
Important Disclaimers
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', `aims' `should continue',
`believes', `anticipates', `estimates' and `intends'. The specific
forward-looking statements cover, among other matters, the Company's strategy
and management objectives, our growth prospects and our ability to ensure a
smooth transition of our business with that of SCOR. 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 whether we are able to secure an upgrade
of our financial strength ratings; our ability to refinance our outstanding
indebtedness and increase our use of hybrid capital; 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; our ability to expand into emerging
markets; our ability to enter into strategic investment partnerships; 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; our ability to
regain past customers
following any rating upgrades and the resolution 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 (including, but not limited to, our
Annual Report on Form 20-F filed 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONVERIUM HOLDING AG
By: /s/ Inga Beale
Name: Inga Beale
Title: CEO
By: /s/ Christian Felderer
Name: Christian Felderer
Title: General Legal Counsel
Date: August 13, 2007