SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

 

Schedule 14D-9

 

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

 

 

 

 

CONVERIUM HOLDING AG

(Name of Subject Company)

 

CONVERIUM HOLDING AG

(Name of Person Filing Statement)

 

Registered Shares, Nominal Value CHF 5 Per Share

American Depositary Shares, each representing one half of one Registered Share

(Title of Class of Securities)

 

Registered Shares*

American Depositary Shares (CUSIP: 21248N107)

(CUSIP Number of Class of Securities)

 

 

 

 

Christian Felderer

Converium Holding AG

Dammstrasse 19

CH-6301 Zug

Switzerland

+41 44 639 9335

 

(Name, Address and Telephone Number of Person Authorized to Receive Notice and

Communications on Behalf of the Person Filing Statement)

 

 

 

 

With copies to:

 

Gregory B. Astrachan, Esq.

Willkie Farr & Gallagher LLP

1 Angel Court

London EC2R 7HJ

England

+44 207 696 5455

 

     *There is no CUSIP number assigned to the Registered Shares.

 

 

This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “Commission”) on April 13, 2007 (as subsequently amended, the “Schedule 14D-9”) by Converium Holding AG, a company organized under the laws of Switzerland (the “Company” or “Converium”), relating to the unsolicited exchange offer (the “Offer”) by SCOR, S.A. (“SCOR”) disclosed in the Offer Prospectus of SCOR filed with the Swiss Takeover Board on April 5, 2007 (as may be amended from time to time, the “Offer Prospectus”). The terms and conditions under which the Offer is made are set forth in the Offer Prospectus. Under the terms of the Offer, each of the Company’s registered shares, par value 5 Swiss Francs (“CHF”) per share (the “Shares”) may be exchanged for 0.5 ordinary shares, with a nominal value of €7.8769723, of SCOR, and CHF 4, the cash portion of which may be reduced by the gross amount of any dilutive effects in respect of the Shares prior to the consummation of the Offer. The Offer is governed by the laws of Switzerland and is extended to all holders of Shares located outside of the United States and Japan. The Offer Prospectus indicates that the Offer is not extended to holders of the Company’s ADSs, regardless of whether such ADSs are held by persons outside of the United States or Japan. The purpose of this Amendment No. 2 is to amend and supplement information contained in Item 8 of the Schedule 14D-9, and to add new Exhibits (a)(35) (which was inadvertently not included in our Schedule 14D-9 initially filed on April 13, 2007), (a)(36), (a)(37), (a)(38), (a)(39) and (a)(40), and to revise the Exhibit Index accordingly.

 

Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 14D-9.

 

Item 8 is hereby amended and supplemented as follows:

 

First Quarter Earnings Announcement

 

On Thursday, April 19, 2007, Converium issued its first quarter earnings announcement, the details of which are set forth in the related press release, investor presentation and speech attached hereto as Exhibits (a)(36), (a)(39) and (a)(40), respectively.

 

Letter to Converium’s Shareholders

 

On Tuesday, April 17, 2007, Converium mailed to its shareholders a letter communicating the recommendation of the Board of Directors to reject the Offer, the details of which are described in Exhibit (a)(38) and Converium’s Schedule 14D-9 initially filed with the Commission on April 13, 2007.

 

Annual General Meeting

 

On April 17, 2007, Converium mailed to its shareholders an invitation to Converium’s Annual General Meeting to be held on May 10, 2007, at which Converium shareholders will have the opportunity to approve, among other things, the proposed reduction in the par value of Converium’s Shares from CHF 5 per share to CHF 2.50 per share. If approved, the Company expects that such payment would be made by mid-July 2007. The invitation to the Annual General Meeting is attached hereto as Exhibit (a)(37).

 

Item 9 is hereby amended and supplemented by adding thereto the following:

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

CONVERIUM HOLDING AG

 

Name: Christian Felderer

 

Dated: April 19, 2007

INDEX OF EXHIBITS