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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 February, 2007
CONVERIUM HOLDING AG
(Translation of registrant's name into English)
Dammstrasse 19
CH-6301 Zug
Switzerland
(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 ____
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 the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- Not Applicable
Converium Holding Ltd, Zug
Zug, Switzerland - February 19, 2007 - Converium rejects unsolicited proposal by
SCOR
The Board of Directors of Converium, who is being advised by Credit Suisse and
JPMorgan, has carefully considered an unsolicited proposal by SCOR, over the
weekend, to acquire Converium at CHF 21.- per share. The Directors are unanimous
in their rejection of this proposal, which they believe fundamentally fails to
recognise the value of Converium's franchise and growth prospects, and is,
therefore, not in the interest of Converium, its shareholders, and its
customers.
Converium is a profitable and strong reinsurer with a well recognised position
in the market place. Converium's Board of Directors believes that the Company
has the potential to achieve a sustainable return on equity of 14% by 2009.
Reinsurance clients value diversification and multi-line reinsurance solutions
as well as the services provided by Converium.
Converium has repeatedly emphasised and demonstrated its commitment to restoring
its market position to pre-downgrade levels; and many clients have shown their
support in achieving this goal. The renewals of January 1 2007 are the most
recent proof of this: Converium succeeded in growing its reinsurance book while
improving technical profitability.
Enquiries
Beat W. Werder Marco Circelli
Head of Public Relations Head of Investor Relations
beat.werder@converium.com marco.circelli@converium.com
Phone: +41 (0) 44 639 90 22 Phone: +41 (0) 44 639 91 31
Fax: +41 (0) 44 639 70 22 Fax: +41 (0) 44 639 71 31
Dr. Kai-Uwe Schanz Inken Ehrich
Chief Communication & Corporate
Development Officer Investor Relations Specialist
kai-uwe.schanz@converium.com inken.ehrich@converium.com
Phone: +41 (0) 44 639 90 35 Phone: +41 (0) 44 639 90 94
Fax: +41 (0) 44 639 70 35 Fax: +41 (0) 44 639 70 94
About Converium
Converium is an independent 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 a "BBB+" financial strength rating (Credit
Watch positive) from Standard & Poor's and a "B++" financial strength rating
(outlook positive) from A.M. Best Company.
Important Disclaimer
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', `should continue', `believes',
`anticipates', `estimates' and `intends'. The specific forward-looking
statements cover, among other matters, the Company's internal review and related
restatement, the reinsurance market, the Company's operating results, certain
financial guidance, e.g. related to the tax rate of the Company, the acquisition
costs ratio and the costs of the Corporate Center, the rating environment and
the prospect for improving results and expense reductions. 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 the impact of our ratings downgrade or a
further lowering or loss of one of our financial strength ratings; the impact of
the restatement on our ratings and client relationships; 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; 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; 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 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: February 22, 2007