As filed with the Securities and Exchange Commission on March 14, 2000
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SCHEDULE 14A INFORMATION
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Financial Securities Assurance Holdings Ltd.
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FOR IMMEDIATE RELEASE: Contacts: Betsy Castenir--212-339-3424
Francoise Lefebvre--33-1-43-92-80-20
DEXIA TO ACQUIRE FSA
STRATEGIC COMBINATION SUPPORTS DEXIA'S WORLD LEADERSHIP ROLE
IN PUBLIC FINANCE AND BROADENS FSA'S EUROPEAN OPPORTUNITIES
Brussels, Paris and New York, March 14, 2000--Dexia, Europe's largest
municipal lender with assets of over $230 billion, and Financial Security
Assurance Holdings Ltd. (FSA Holdings; NYSE:FSA), holding company for the
U.S-based bond insurer Financial Security Assurance Inc.(FSA), today
announced that Dexia and FSA Holdings have signed a definitive agreement
providing for the acquisition of FSA Holdings by Dexia for $76.00 per FSA
share in cash, or approximately $2.6 billion. The transaction has been
approved by the boards of both companies and is subject to FSA Holdings'
shareholder and regulatory approvals. The companies expect to close the
transaction in the second quarter of 2000.
White Mountains Insurance Group, Ltd., XL Capital Ltd, and MediaOne Capital
Corporation, have each entered into voting agreements in support of the
transaction. FSA expects Tokio Marine and Fire Insurance Co. to enter into
a similar agreement. These four shareholders in the aggregate control
approximately 44% of the voting shares of FSA.
Pierre Richard, Chief Executive Officer, Dexia, said "a combination of
Dexia and FSA will create a global leader in public finance and specialized
financing for corporations. In the U.S., Dexia's financial backing will
further enhance FSA's ability to compete successfully in the municipal and
asset-backed insurance sectors. In Europe, FSA will be able to take
advantage of Dexia's broad client network to leverage its core expertise in
the rapidly growing municipal infrastructure finance and securitization
markets. The significant financial strength and broad-based expertise of
the combined entity should also facilitate active participation in Japan
and other countries.
"In addition to the obvious benefits of global leadership, we believe that
a combination of our companies would represent a true partnership of two
focused, dynamic, professional organizations with complementary cultures.
This belief is based on our understanding of FSA's unique corporate
identity, as well as our significant, personal interaction with the
Company's management. We attribute the highest importance to these factors
because they, in addition to the strategic and financial aspects of a
combination, will ultimately determine our ability to succeed together," he
added.
Robert P. Cochran, FSA Holdings Chairman and Chief Executive Officer, said:
"FSA has built strong franchises in the U.S. municipal and asset-backed
businesses and has developed the core expertise to significantly expand its
participation in international markets. This merger provides our
shareholders with solid value and will help us to expand our business
globally and develop new financial guaranty products. Equally important,
our expertise in the insured markets will support Dexia's goal of world
leadership in public finance.
"We are very enthusiastic about this combination, which is also a great
opportunity for our customers and our employees. We are joining forces with
a large, financially strong and forward-looking financial services leader
that shares our commitment to building core competencies, providing the
highest level of service and maintaining credit underwriting discipline."
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FSA guarantees principal and interest on municipal bonds and asset-backed
securities. Its Triple-A guaranty helps issuers lower their funding costs
and provides bondholders with the highest quality investments. FSA is
headquartered in New York and has additional offices in San Francisco and
Dallas. It also has a U.K. subsidiary, Financial Security Assurance (U.K.)
Limited; a Bermuda-based subsidiary, Financial Security Assurance
International Ltd.; and representative offices in Paris, Madrid, Singapore,
Sydney and Tokyo.
After the transaction closes, FSA's claims-paying ability will continue to
be rated Triple-A by Fitch IBCA, Inc., Moody's Investors Service, Inc.,
Standard and Poor's Ratings Services (S&P) and Japan Rating and Investment
Information, Inc. (R&I).
Lazard acted as financial advisor to Dexia, and Goldman, Sachs & Co. acted
as financial advisor to FSA.
Dexia , the European leader in financial services to the public sector,
operates through Credit Local de France, which specializes in lending to
local authorities and public sector project finance, Credit Communal de
Belgique, a Belgian retail bank, and Banque Internationale a Luxembourg,
active in asset management, private banking and fund administration. In
addition to France, Belgium and Luxembourg, the company has operations
throughout Europe, as well as offices in the Americas, Asia and Australia.
Dexia is rated Aa1 by Moody's and AA+ by Fitch IBCA and S&P. Dexia is
listed on the Brussels, Paris and Luxembourg Stock Exchanges.
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FSA EXPECTS TO FILE A PROXY STATEMENT IN CONNECTION WITH ITS UPCOMING
ANNUAL SHAREHOLDERS MEETING CONTAINING INFORMATION ABOUT THE MERGER AND
RELATED TRANSACTIONS. SECURITY HOLDERS SHOULD READ THE PROXY STATEMENT WHEN
IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. INVESTORS CAN
GET THE PROXY STATEMENT AND OTHER FILED DOCUMENTS FOR FREE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV. FSA WILL ALSO
MAKE A COPY OF THE PROXY STATEMENT AND RELATED DOCUMENTS AVAILABLE TO FSA
STOCKHOLDERS, AT NO EXPENSE TO THEM.
