EXHIBIT 99.21
FREE TRANSLATION FROM FRENCH ORIGINAL
LAZARD BNP PARIBAS
STRICTLY CONFIDENTIAL
October 16, 2000
AXA
00 Xxxxxx Xxxxxxxx
00000 Xxxxx
TO THE ATTENTION OF XXXXXX XXXXXX, CHAIRMAN OF THE SUPERVISORY BOARD
Dear Sirs,
Your company is currently considering an agreement with AXA Financial Inc. ("AXA
Financial"), ("the Agreement") under which AXA would agree to propose the buyout
of all outstanding shares in AXA Financial that it does not already own, against
consideration of 0.295 AXA ADRs and a cash payment of US $35.75 for each of
these shares ("the Transaction").
Pursuant to the assignment letter dated October 3, 2000, BNP Paribas and Lazard
have examined the terms and conditions of the aforementioned Transaction. This
purpose of this letter is to communicate the principal conclusions of this
examination, and in particular the impact of the Transaction on existing AXA
shareholders, to the AXA Supervisory Board or one of the Board's sub-committees.
We did not have access to AXA's executive management teams or to internal
documents pertaining to AXA, including those pertaining to AXA Financial and its
subsidiaries. In particular, we did not have access to actuarial, accounting,
contractual, audit or tax statements. Consequently, our analysis was based
entirely on publicly disclosed information taken at face value, i.e. not subject
to an independent audit on our part.
Certain assumptions were made for the purposes of our examination; these
assumptions were not discussed with AXA or AXA Financial. BNP Paribas and Lazard
may not be held liable in any way for the fairness, accuracy or completeness of
the information used in the preparation of this document.
The income forecasts we used are based on IBES consensus data for AXA and AXA
Financial. For the purposes of our analysis, we assumed that this data reflects
market consensus on the earnings outlook for AXA and AXA Financial. Neither BNP
Paribas nor Lazard have any opinion to express with respect to these forecasts,
and may not be held liable in any way should future earnings differ from the
forecasts used in our analysis. These
forecasts were not discussed with AXA, and were not compared with any internal
data that may be in the possession of the AXA Group.
All calculations were made on the basis of prevailing terms and conditions at
the time such calculations were made, particularly with respect to accounting
policies, exchange rates and tax rates, the level of various market indices, and
the stock trading prices of certain companies. In addition, these calculations
were made on the assumption that neither the terms of sale of Xxxxxxxxx, Xxxxxx
& Xxxxxxxx ("DLJ") nor the terms of the Transaction itself will differ from
those under consideration at the present time.
The buyout of AXA Financial minority interests is part of a broader strategy of
the AXA Group to reduce the percentage of minority shareholders generally, as
has already been accomplished in the United Kingdom and Belgium. In addition,
the aim of this strategy is to strengthen AXA's equity interests in its two core
businesses, i.e. insurance and investment management.
Assuming market projections of net income, the buyout of AXA Financial minority
shareholders would lead to a slight dilution in AXA's net earnings per share
("EPS") in 2001. This dilution in EPS would be offset by a reduction in the
volatility of the Group's future earnings, since its equity interest in DLJ
would be replaced by equity interests in the less volatile insurance and
investment management businesses of AXA subsidiaries operating in the United
States. AXA's cost of shareholders' equity would be expected to decrease
compared with its current cost, which would offset the impact of the potential
EPS dilution.
These conclusions are intended for the Supervisory Board only, and may not be
construed as implying any claim to earnings on the part of AXA or AXA Financial
shareholders or any third party whatsoever. They may not be disclosed without
the prior written consent of BNP Paribas and Lazard, unless their disclosure is
necessary in the AXA prospectus issued in connection with the Transaction or
otherwise required by law or regulation. They do not constitute a fairness
opinion, nor shall they be construed as an independent audit.
These conclusions extend only to the financial aspects of this Transaction, and
have no bearing on any other aspect thereof, in particular the legal or tax
aspects. They shall not be construed as a recommendation to approve the
Transaction, either in principle or with respect to its terms and conditions.
Sincerely,
/s/ Xxxx Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxx
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By: Xxxx Xxxxxxx Xxxxxx By: Xxxx Xxxxxxx
/s/ Xxxxxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxx
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By: Xxxxxxxxx Xxxxxxxxx By: Xxxxxx Xxxxx
For Xxxxxx For BNP Paribas
