12.05.2005 – 04:26
Highfields Capital Releases Statement Regarding Status of Possible Exchange of IRP Shares with SCOR
Highfields Capital Management ("Highfields") today issued a statement addressing certain incorrect and incomplete information being disseminated about the potential acquisition by SCOR of Highfields' 46.6% ownership of IRP Holdings Ltd., an Irish company formed in 2001 for the purpose of reinsuring part of SCOR's worldwide non-life insurance business.
Contrary to public reports, SCOR will not be acquiring complete ownership of IRP on May 31, 2005, as a result of SCOR's failure to satisfy the procedures, and to provide the financial information, required by the IRP Shareholders Agreement dated December 28, 2001 (the "Agreement"), and which are preconditions to such purchase. SCOR has failed to fulfill its obligation to provide audited financial information for the period ended September 30, 2004, to furnish a required third-party calculation of relevant ratios and exchange consideration information, and to take other steps necessary to be in a position to complete a share exchange by the required date of May 31, 2005. As of today, SCOR has not satisfied the requirements stipulated by the Agreement, and Highfields is not able to predict when or whether SCOR will be in a position to do so and thus be in a position to acquire Highfields' shares of IRP.
Also contrary to public reports, Highfields is not engaged in negotiations with SCOR regarding any agreement under which Highfields would waive any of its rights or claims in exchange for accepting SCOR shares in payment for Highfields' IRP interests. Highfields intends to utilize all of its rights under the Agreement, including its right under certain circumstances to defer SCOR's acquisition of Highfields' IRP shares for one year, until May 31, 2006.
Though SCOR has not fulfilled the Agreement's exchange procedure requirements, Highfields has been informed of preliminary and unofficial indications that Highfields will have the right to defer the exchange, and that the share exchange ratio will be established by reference to the market price of SCOR shares. As Highfields does not have the required notices or information to evaluate or verify such conclusion, and believes there may be significant unresolved questions regarding certain balance sheet items in SCOR's U.S. GAAP accounts, it has reserved its rights to review and may dispute such calculations, including calculations of the cash alternative price available to SCOR. However, taking into account the possibility that the number of SCOR shares to be offered to Highfields ultimately will be established by reference to the market price of SCOR shares, and in order to assure the integrity of the exchange ratio calculation, Highfields will request that market regulatory authorities closely monitor trading in SCOR shares in the period leading up to the possible exchange and scrutinize any transactions that appear to affect the exchange ratio calculation.
The Agreement stipulates that the closing will be held only after a series of prescribed notices, exchanges of information and applicable waiting periods, or five (5) business days after all necessary regulatory approvals for the transaction have been satisfied, at which time Highfields will determine whether or not to defer the exchange until May 31, 2006. Highfields intends to make such deferral determination at such time based on a variety of factors including the market price of SCOR shares applicable to the exchange, financial results of SCOR for the first quarter of 2005, the number of SCOR shares proposed to be issued to Highfields, and the market value of SCOR shares as of the date of such closing.
Finally, whether or not the sale of Highfields' IRP shares to SCOR is completed in 2005, Highfields intends to vigorously pursue its claims against SCOR in the United States District Court for Massachusetts. In such action, Highfields alleges that SCOR fraudulently induced Highfields to invest in and fund IRP through omissions and misrepresentations about SCOR's financial condition leading up to Highfields' December 28, 2001 investment in IRP. As described in the Complaint, within eleven business days of such closing, on January 15, 2002, SCOR reported for the first time that "In December, 2001, SCOR received an exceptional number" of large fourth quarter loss advisories, and that other information received in "early December onwards" required that SCOR sharply revise its 2001 projected earnings to an estimated loss of EUR 250 million. In that United States Court Action, which will be tried in front of a Massachusetts jury, Highfields has made claims for fraud, negligent misrepresentation, and violation of the Massachusetts statute against unfair and deceptive business practices under which it is entitled to recover its out-of-pocket expenses, the benefit of its bargain and its lost profits as well as treble damages and its attorneys fees. As required by the Court, Highfields submitted a settlement demand to SCOR on February 15, 2005, for US$382 million, to which SCOR did not respond.
About Highfields Capital Management: Highfields Capital Management is a Boston-based investment management firm, established in 1998, that primarily makes long-term equity investments in securities of both public and private companies. Highfields manages approximately US$6.8 billion in investment funds on behalf of charitable foundations, school endowments and other institutional and private investors. http://www.highfieldscapital.com
Web site: http://www.highfieldscapital.com
ots Originaltext: Highfields Capital Management
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Daniela Messina of Weber Shandwick, +1-781-888-2217, U.S., or
+1-617-520-7057, U.S., firstname.lastname@example.org for Highfields