At the request of the Takeover Panel, and following recent commentary, Aviva wishes to clarify that it has not made a ‘no increase statement’ for the purposes of Rule 32.2 of the City Code on Takeovers and Mergers with regard to its proposed merger with Prudential.
At the request of the Takeover Panel, and following recent commentary, Aviva wishes to clarify that it has not made a ‘no increase statement’ for the purposes of Rule 32.2 of the City Code on Takeovers and Mergers with regard to its proposed merger with Prudential.
Enquiries:
Aviva plc
Analysts and investors
Charles Barrows, Investor Relations Director +44 (0)20 7662 8115
Media
Hayley Stimpson, Director of External Affairs +44 (0)20 7662 7544
Rob Bailhache, Financial Dynamics +44 (0)20 7269 7200
Download full announcement PDF (62kb)
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Disclaimer notice
THE INFORMATION CONTAINED IN THIS PORTION OF THE WEBSITE IS NOT INTENDED FOR ANYONE IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN.
The proposed merger of Aviva plc ("Aviva") and Prudential plc ("Prudential") (the "proposed merger")
NOTE: ELECTRONIC VERSIONS OF CERTAIN ANNOUNCEMENTS AND INFORMATION RELATING TO THE PROPOSED MERGER ARE BEING MADE AVAILABLE ON THIS WEBSITE BY AVIVA IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.
Access to information relating to the proposed merger
Please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This part of the site contains information on the proposed merger. Please note that the disclaimer set out below may be altered or updated from time to time. You should read it in full each time you visit this part of the website.
For regulatory reasons, we have to ensure that you are aware of the appropriate regulations for the country which you are in. To allow you to view information about the proposed merger, you have to read the following and then press "I agree". If you are unable to agree, you should press "I disagree" and you will not be able to view information about the proposed merger.
Overseas Persons
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The proposed merger will not be implemented by any offer made, directly or indirectly, in, into or from, or by the use of mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, nor will it be made in, into or from the US, Australia, Canada or Japan or any other country in which the proposed merger may not be made, other than in accordance with the provisions of applicable securities laws or pursuant to an available exemption from such requirements. Accordingly, copies of any information on this part of the website are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from the US, Australia, Canada or Japan and persons accessing this website (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send in any information available on this part of the website, into or from the US, Australia, Canada or Japan.
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The document(s) relating to the proposed merger on this website do not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. In particular, the document(s) on this website do not constitute an offer of securities for sale in the US and the new Aviva shares referred to in the documents have not been, and will not be, registered under the US Securities Act of 1933 or under the securities laws of any state, district or other jurisdiction of the US, Australia, Canada or Japan and no regulatory clearance in respect of the new Aviva shares has been, or will be, applied for in any jurisdiction other than the UK. Accordingly, absent registration or unless an exemption is applicable under the US Securities Act of 1933 or other relevant securities laws is applicable, the new Aviva shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in or into the US, Australia, Canada or Japan or to, or for the account or benefit of, any US person or any person resident in Australia, Canada or Japan.
The availability of any offer implementing the proposed merger to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Forward-looking Statements
The documents relating to the proposed merger contain forward-looking statements. All statements regarding the future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined group and any other statements about Aviva or Prudential managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements. Any statements that are not statements of historical fact should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the transaction, the ability of the combined group to successfully integrate the businesses of Aviva and Prudential and their respective operations and employees; the ability to realise anticipated synergies and cost savings and Aviva disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of the relevant document.
Basis of access to information relating to the proposed merger
Access to the electronic version of any documents relating to the proposed merger is being made available on this website by Aviva in good faith and for information purposes only. Any person seeking access to this website represents and warrants to Aviva that they are doing so for information purposes only. Making the information on the proposed merger available in electronic format does not constitute an offer or an invitation to purchase or sell any securities or the solicitation of any vote or approval in any jurisdiction.
Prudential shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the proposed merger will only be set out in documents (if any) sent to or made available to Prudential shareholders by Aviva and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Morgan Stanley & Co. Limited is acting for Aviva and no one else in connection with the proposed merger and will not be responsible to anyone other than Aviva for providing the protections afforded to clients of Morgan Stanley & Co. Limited nor for giving advice in relation to the proposed merger.
JPMorgan Cazenove Limited is acting for Aviva and no one else in connection with the proposed merger and will not be responsible to anyone other than Aviva for providing the protections afforded to clients of JPMorgan Cazenove Limited nor for giving advice in relation to the proposed merger.
Responsibility
Except as described below, the Directors of Aviva accept responsibility for the information contained on this part of the website save that the only responsibility accepted by the directors of Aviva in relation to any information relating to Prudential, its subsidiary undertakings and the directors of Prudential and/or any such subsidiary undertakings, is for the correctness and fairness of its reproduction or presentation. Subject as aforesaid, to the best of the knowledge and belief of the Directors of Aviva (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
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