SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
July 27th, 2007
(Exact name of Registrant as specified in its chapter)
1, Avenue du Général de Gaulle
92074 Paris La Défense Cedex, France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): Not Applicable.
TABLE OF CONTENTS
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated July 27th, 2007
||/s/ MARCEL KAHN
||Chief Financial Officer
July 27th, 2007
Great success of the Offer: SCOR would own 96.23% of Converium
To SCOR SEs (SCOR) knowledge, as of July 26, 2007, SCOR would own 96.23% of Converium
Holding AG (Converium).
As part of the additional acceptance period of SCORs public offer for Converiums publicly held
shares (the Offer), which opened on July 13, 2007 and was closed on July 26, 2007, 14,905,395
additional Converium shares have been tendered to the Offer, i.e. 10.16% of Converium shares, of
which 3,732,335 Converium shares are in the process of being confirmed. Together with the
48,320,350 Converium shares already owned by the SCOR Group and the 77,937,316 Converium shares
tendered during the initial period of the Offer, SCOR would hold 96.23% (93.69% excluding the
Converium shares in the process of being confirmed) of Converiums share capital in the aggregate.
The definitive final result of the Offer will be published on August 2, 2007.
This preliminary final result confirms the success of the Offer and the support of a very large
number of Converium shareholders for the combination of SCOR and Converium in order to create the
fifth largest global multi-line reinsurer.
Subject to the applicable conditions subsequent set forth in the Offer prospectus published on
April 5, 2007, as amended on June 12, 2007, the settlement and delivery of the Offer is scheduled
to take place on August 8, 2007.
The general assembly of Converium shareholders will be held on 30 August 2007, in order to install
the new Board of Directors of Converium as well as the new management structures. The SCOR Group,
which is finalizing its new underwriting plan, will be fully ready in time for the Monte Carlo
Indicative Timetable of the Offer
Publication of the definitive end result:
||August 2, 2007
||August 8, 2007
2007 First Half Results
||29 August 2007
Dynamic Lift V2
||First week of September
This communication does not constitute an offer to sell or to purchase securities, nor a
solicitation of an offer to sell or to purchase securities, whether in the context of the public
tender offer in Switzerland by SCOR on the shares of Converium Holding AG (Converium) with a
nominal value of CHF 5 each (the Tender Offer) or otherwise in France or in any jurisdiction
where such offer, solicitation, sale or the acceptance of such offer may be unlawful. It does also
not constitute a recommendation to sell or buy shares in SCOR or Converium.
The Offer Prospectus (the Offer Prospectus) and its amendment (the Amendment) contains the
terms and conditions of the Tender Offer, including the scope of the Tender Offer, the way the
Tender Offer can be accepted and the restrictions applicable to the Tender Offer in some
countries. The Tender Offer is subject to all the terms and conditions set forth in the Offer
The Tender Offer made to the shareholders of Converium and the Offer Prospectus and its Amendment
which have been filed with the Swiss Take Over Board and published on Bloomberg and in Le Temps
and Neue Zürcher Zeitung in Switzerland on April 5, 2007 and June 12, 2007 respectively have been
exclusively prepared under Swiss law and are subject to review and supervision by Swiss
authorities only. The Tender Offer is not subject to any formality, registration or approval
outside Switzerland (except for the share offering circular (the Admission Prospectus), the
first supplemental note (the First Supplemental Note) and the second supplemental note (the
Second Supplemental Note) relating to the new SCOR shares to be issued in consideration to
Converium shareholders contributions of their shares to the Tender Offer (the New SCOR
Shares)). The Tender Offer will not be made and may not be accepted in any jurisdiction where it
breaches applicable law or where the applicable law requires SCOR in any way to change the Tender
Offer, to submit an additional application to any authorities or other institutions, or to take any
additional actions in connection with the Tender Offer
(including, without limitation, Japan). SCOR shall not accept and shall have no obligation to accept any tenders made in connection with
the Tender Offer from any such jurisdiction. It is not intended to extend the Tender Offer to any
such jurisdictions. Documents related to the Tender Offer may neither be distributed in nor sent
into such jurisdictions. Such documents do not constitute and may not be used to solicit an offer
to sell or to purchase securities by any persons in such jurisdictions. In addition, the delivery
of the New SCOR Shares may be subject, in certain jurisdictions, to specific regulations or
restrictions. The Tender Offer is not addressed to persons subject to such restrictions, either
directly or indirectly. Persons in possession of the Offer Prospectus or any other document
relating to the Tender Offer are required to obtain information about any local restriction that
may apply and comply therewith. SCOR disclaims any liability for any violation of any applicable
restrictions by any person.
The Admission Prospectus, the First Supplemental Note and the Second Supplemental Note have been
approved by the French Autorité des Marchés Financiers (the AMF) on April 10, 2007, April 23,
2007 and June 12, 2007 respectively. These documents are available without charges at SCORs
corporate headquarters, 1, avenue du Général de Gaulle, 92 800 Puteaux, France, on SCORs website
and on the AMFs website. Copies of these documents will be addressed without charge upon request.
This communication does not constitute an offer to sell or a solicitation of an offer to buy
securities in the United States or to or from U.S. persons (as defined in Regulation S under the
U.S. Securities Act of 1933, as amended) and the Tender Offer will not be made in or into the
United States and may not be accepted by U.S. persons or persons in the United States.
Accordingly, copies of this communication are not being made available and should not be mailed or
otherwise distributed or sent in, into or from the United States, and persons receiving this
communication, the Offer Prospectus or any other documents relating to the Tender Offer (including
custodians, nominees and trustees) must not distribute or send them into or from the United
States. Shareholders of Converium who accept the Tender Offer will, unless otherwise agreed by
SCOR, be deemed to certify they are not located in the United States and are not US Persons.
This communication is to be directed only at persons in the U.K. who (a) have professional
experience in matters relating to investments, (b) are falling within Article 49 (2) (a) to (d)
(high net worth entities, unincorporated associations, etc) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, or (c) to whom they may otherwise lawfully be
communicated (all such persons together being referred to as relevant persons). In the U.K.,
copies of this communication are not to be acted on or relied on by persons who are not relevant
persons. In the U.K., any investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant persons.
Forward looking statements
SCOR does not communicate profit forecasts in the sense of Article 2 of (EC) Regulation
n°809/2004 of the European Commission. Thus, any forward looking statements, contained in this
paragraph, should not be held as corresponding to such profit forecasts. Information in this
communication relating to the Tender Offer include forward-looking statements, including but not
limited to statements that are predictions of or indicate future events, trends, plans or
objectives, based on certain assumptions and include any statement which does not directly relate
to a historical fact or current fact. Forward-looking statements are typically identified by words
or phrases such as, without limitation, anticipate, assume, believe, continue, estimate,
expect, foresee, intend, may increase and may fluctuate and similar expressions or by
future or conditional verbs such as, without limitations, will, should, would and could.
Undue reliance should not be placed on such statements, because, by their nature, they are subject
to known and unknown risks, uncertainties and other factors, including the risk that the
combination of SCOR and Converium might not be consummated. The following factors, among others,
may cause actual results, on the one hand, to differ from any results expressed or implied by the
present communication, on the other hand: the costs related to the transaction; the inability to
obtain, or meet conditions imposed by, the required governmental and regulatory approvals and
consents; the risk that the businesses of SCOR and Converium will not be integrated successfully;
other risks and uncertainties affecting SCOR and Converium including, without limitation, the risk
of future catastrophic events, economic and market developments, regulatory actions and
developments, litigations and other proceedings.
This list is not exhaustive. Please refer to SCORs document de référence filed with the AMF on
April 10, 2007 under number D.07-0294 for a description of certain additional important factors,
risks and uncertainties that may affect the business of the SCOR group and to para. 2 of the
Admission Prospectus, para. 2.1 of the First Supplemental Note, para. 2.1 of Second Supplemental
Note for certain specific risk factors relating to the transaction.