24.01.2013 Views

Erste Bank JPMorgan Merrill Lynch International

Erste Bank JPMorgan Merrill Lynch International

Erste Bank JPMorgan Merrill Lynch International

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

The Vienna Insurance Group can give no assurance that it will be able to meet its established<br />

financial targets<br />

Regulatory conditions for the Vienna Insurance Group can change; non-compliance with regulatory<br />

requirements could result in the imposition of sanctions or can have other adverse effects<br />

Risks Relating to the Acquisition of the Target Companies<br />

Difficulties in connection with the planned acquisition and integration of the Target Companies<br />

could have a material adverse effect on the Vienna Insurance Group’s business and results of<br />

operations<br />

Since the purchase price of the Target Companies exceeds the book value of their net assets,<br />

the planned acquisition of the Target Companies will create substantial goodwill that will be<br />

subject to periodic impairment tests<br />

The Vienna Insurance Group has not independently verified the accuracy of the information on<br />

the Target Companies that is contained in this Prospectus<br />

The acquisition of the Target Companies and the distribution arrangement entered into in<br />

connection with the acquisition are subject to approval by competition authorities. If approval is<br />

granted, it could be subject to conditions This could lead to reduced synergy effects and<br />

business opportunities of the merger or to a loss of market shares of the Vienna Insurance<br />

Group<br />

Failure of the acquisition of the Target Companies would partially remove the economic reason<br />

for the capital increase, which could lead to financial disadvantages for the Vienna Insurance<br />

Group<br />

Risks Associated with the Controlling Shareholder<br />

In the shareholders’ meetings of Wiener Städtische AG, the votes of the other shareholders will<br />

not be sufficient to prevail against WST-Versicherungsverein<br />

Under Austrian regulations, the solvency ratios of the Vienna Insurance Group are measured at<br />

the WST-Versicherungsverein level<br />

Sales by WST-Versicherungsverein of a significant number of shares of Wiener Städtische AG<br />

in the market after this Offering could have a negative impact on the price of Wiener Städtische<br />

AG shares<br />

Risks Arising from the Offering<br />

The share price of Wiener Städtische AG could prove to be volatile<br />

Failure on the part of existing shareholders to exercise their Subscription Rights by May 7,<br />

2008, will result in such Subscription Rights becoming null and void without compensation, and<br />

shareholders will suffer dilution of their percentage ownership<br />

Investors resident in countries other than Austria and the Czech Republic may suffer dilution if<br />

they are unable to exercise pre-emptive rights in future capital increases<br />

Fluctuations in the value of the Euro will affect the value of the Shares when converted into<br />

other currencies<br />

A suspension of trading in the Shares could adversely affect the share price<br />

Investors may not be able to recover damages based on the actuarial opinions with respect to<br />

the embedded value of the Vienna Insurance Group and the Target Companies included in the<br />

Prospectus<br />

Summary of the Offering<br />

The Offering: . . . . . . . . . . . . . . . . . . The Offering comprises the Rights Offering to existing shareholders<br />

and the Global Offering.<br />

The Rights Offering: . . . . . . . . . . . . Wiener Städtische AG is making a Rights Offering of up to<br />

23,000,000 New Shares at the Subscription and Offer Price in<br />

the ratio of 3 New Shares for every 14 Subscription Rights.<br />

The Subscription Rights will not be traded on any stock<br />

10

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!