SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For November 28th 2008
Commission File Number: 1-15154
ALLIANZ SE
Koeniginstrasse 28
80802 Munich
Germany
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
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|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-13462) OF ALLIANZ
AKTIENGESELLSCHAFT AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT
IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY
FILED OR FURNISHED.
Allianz and Commerzbank agree to accelerate the change in ownership of Dresdner
Bank
o Immediate sale of 100 percent of Dresdner Bank
o Closing of transaction expected already at the beginning of 2009
The Boards of Management of Allianz SE and Commerzbank AG have reached today an
agreement to accelerate the change in ownership of Dresdner Bank AG. Thus, with
immediate effect, Commerzbank will be purchasing 100 percent of Dresdner Bank.
The original agreement entailed Commerzbank purchasing a 60 percent share in
Dresdner Bank at the beginning of 2009, and the remaining 40 percent share
during the second half of 2009. According to the new agreement, Commerzbank will
also immediately take ownership of the 40 percent share in exchange for 1.4
billion euros in cash. The trust fund set-up for the protection of selected ABS
assets until 2018, will be foregone. In exchange, Allianz will receive a
compensation payment of 250 million euros in cash. The agreed transfer of
cominvest, the Oldenburgische Landesbank (OLB), and other bank participations
remain unchanged.
In addition to 100 percent of cominvest and a 15-year exclusive sales
partnership, Allianz will receive 3.215 billion euros in cash and 163.5 million
Commerzbank shares equal to an 18.4 percent stake in Commerzbank's share
capital, in exchange for Dresdner Bank. The closing of the complete sale of
Dresdner Bank to Commerzbank is expected at the beginning of 2009.
With this new agreement, Dresdner Bank and Commerzbank should be able to merge
approximately six to nine months earlier than originally planned. In that way, a
further large German retail bank will be created considerably earlier than
scheduled, at the beginning of next year.
"Given the current situation in the financial markets, an accelerated takeover
of Dresdner Bank by Commerzbank is advantageous for all parties involved.
Instead of two banks working through a long transitional process, employees and
customers in particular will benefit from a new Commerzbank which is capable of
fast action," explained Michael Diekmann, CEO of Allianz SE. Diekmann added, "By
agreeing on a faster change in ownership, Allianz is contributing substantially
to the swift development and success of the new Commerzbank."
The decision of the Management Boards is subject to the approval of the
Supervisory Boards of both companies, as well as the regulatory and anti-trust
authorities.
Munich, 27. November 2008
Cautionary Note Regarding Forward-Looking Statements:
Certain of the statements contained herein may be statements of future
expectations and other forward-looking statements that are based on management's
current views and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or events to differ
materially from those expressed or implied in such statements. In addition to
statements which are forward-looking by reason of context, the words `may, will,
should, expects, plans, intends, anticipates, believes, estimates, predicts,
potential, or continue' and similar expressions identify forward-looking
statements. Actual results, performance or events may differ materially from
those in such statements due to, without limitation, (i) general economic
conditions, including in particular economic conditions in the Allianz Group's
core business and core markets, (ii) performance of financial markets, including
emerging markets, (iii) the frequency and severity of insured loss events, (iv)
mortality and morbidity levels and trends, (v) persistency levels, (vi) the
extent of credit defaults (vii) interest rate levels, (viii) currency exchange
rates including the Euro-U.S. Dollar exchange rate, (ix) changing levels of
competition, (x) changes in laws and regulations, including monetary convergence
and the European Monetary Union, (xi) changes in the policies of central banks
and/or foreign governments, (xii) the impact of acquisitions, including related
integration issues, (xiii) reorganization measures and (xiv) general competitive
factors, in each case on a local, regional, national and/or global basis. Many
of these factors may be more likely to occur, or more pronounced, as a result of
terrorist activities and their consequences. The matters discussed herein may
also involve risks and uncertainties described from time to time in Allianz SE's
filings with the U.S. Securities and Exchange Commission. The company assumes no
obligation to update any forward-looking information contained herein.
No duty to update
The company assumes no obligation to update any information contained herein.
page 2
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.
ALLIANZ SE
By: /s/ Dr. Reinhard Preusche
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Dr. Reinhard Preusche
Group Compliance
By: /s/ Michael Sieburg
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Michael Sieburg
Group Compliance
Date: November 28th 2008