AXA Outlines Public Exchange Offer For Royale Belge Shares

AXA and Groupe Bruxelles Lambert have agreed to terminate their joint control agreement of Royale Belge. AXA also announced its intention to launch a Public Exchange Offer on all Royale Belge shares.

Following the end of a European Union, anti-trust law waiting period on May 26, AXA owned directly and indirectly 62.7% of Royale Belge's outstanding shares. Yesterday, the Banking and Finance Commission approved AXA's Public Exchange Offer and Offer prospectus on Royale Belge shares. The Offer will initially run from June 8 to June 19, 1998. Each 3 Royale Belge ex-dividend shares tendered will be exchanged for 5 newly issued AXA-UAP ex-dividend shares; 1 Contingent Value Right; and a cash adjustment of BEF 21,513 (or FF 3,497). The results of the Offer will be released on June 25, 1998.

If, on June 25, AXA owns over 90% of Royale Belge's shares, a second Offer period under the same conditions as the first Offer will start on June 29 and end on July 17, for shareholders who have not tendered their shares during the first Offer period. The results of this second tender Offer will be released on July 23, 1998.

Should Royale Belge's shareholders respond positively to the tender Offer, AXA intends to request the removal of Royale Belge from the stock exchange listing and to propose to Royale Belge's shareholders' meeting to convert all shares into registered shares.

Contingent to a 100% response rate to the Offer, a total of 9,944,307 AXA shares will be issued; AXA shareholders' equity on January 1, 1998, after payment of the 1997 dividend, should be approximately FF 78.7 billion (US$13.1 billion) or FF 230.5 per share; the remaining goodwill (after the partial write-off against the equity) should be approximately FF 6.7 billion (US$1.1 billion); and AXA's 1998 net income will include 100% of Royale Belge's 2nd half 1998 net income and 47.8% of Royale Belge's 1st half 1998 net income.