Aviva plc: Withdrawal of proposed merger of Aviva and Prudential

Withdrawal of proposed merger of Aviva and Prudential

On 16 March 2006, Aviva provided the Board of Prudential with a written merger proposal, the terms of which were set out in an announcement on 20 March 2006.  Aviva believes that the merger, on these terms, would have created significant value for both sets of shareholders.  Aviva made clear that its proposal was dependent on the co-operation of Prudential.  As this co-operation has not been forthcoming, Aviva has decided to withdraw its proposal.

In coming to its decision, the Board of Aviva determined that it was not in the best interests of its shareholders to make any material adjustment to its proposed terms.

For the purposes of Rule 2.8 of the City Code on Takeovers and Mergers, Aviva reserves the right to make or participate in an offer within the next six months in the event that the Board of Prudential agrees to recommend such an offer or a third party announces a firm intention to make an offer for Prudential.

- ends -

Enquiries:

Analysts:
Charles Barrows, Investor Relations Director +44 (0)20 7662 8115

Media:
Hayley Stimpson, director of external affairs +44 (0)20 7662 7544
Sue Winston, head of group media relations +44 (0)20 7662 8221
Rob Bailhache, Financial Dynamics +44 (0)20 7269 7200

Download full announcement PDF (59kb)

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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.

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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.

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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.

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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.

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