Covéa insists on SCOR takeover, CEO temporarily resigns from SCOR board

French mutual insurance company Covéa, whose €8.2 billion bid for SCOR was rejected earlier in September, said it was still seeking a friendly takeover of the reinsurer and that its CEO will withdraw from the SCOR board until the reinsurer’s annual shareholders’ meeting in 2019.

Covéa reaffirms its interest in discussing with SCOR a friendly transaction aimed at the creation of a large French insurance group with international presence in an evolving sector, according to a company statement.

Covéa, which already owns about 8.5 percent of SCOR, offered in late August to pay €43 per SCOR share, valuing the company at about €8.2 billion.

However, SCOR's board of directors determined that the offer was fundamentally incompatible with SCOR's strategy of independence, which is a key factor of its development, and that it would jeopardize the group's strong value-creating strategy and that it reflects neither the intrinsic value nor the strategic value of SCOR. As a result of the refusal Covéa withdrew its offer.

In its latest statement, Covéa proposes to support SCOR allowing for substantial managerial autonomy with a board of directors composed of a significant number of independent directors.

Covéa also confirmed that it wishes to maintain SCOR’s listing with a large free float in order to preserve its visibility in the financial markets. SCOR would therefore benefit from a strong and stable shareholder respectful of its identity and capable of supporting its development projects, according to Covéa.

Covéa added that it regrets the lack of discussions with SCOR and the attacks targeted against Covéa.

On Sept. 6 Kessler has sent a letter to Covéa CEO Thierry Derez, asking him to resign from his position as a SCOR board member because of a conflict of interest.

SCOR said that its “Règlement intérieur” (internal regulations) requires that any board member in a situation of conflict of interest must resign from the board, within one month of being formally notified of the conflict of interest.

In compliance with the group’s governance procedures and “Règlement intérieur”, SCOR asked to respect his obligations and resign from the board at the earliest opportunity.

“In the interest of serenity and appeasement, Thierry Derez decided to temporarily withdraw from the board of directors of SCOR until the annual shareholders’ meeting to be held in 2019,” Covéa said.

At the same time, Covéa said that it remains a long-term shareholder of SCOR, mindful of the developments in the sector and committed to value creation.

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