NU Online News Service, Feb. 23, 2004, 10:17 p.m. EST — Shareholder pressure has pushed The MONY Group Inc., New York, to change the terms of its deal agreement with AXA Financial Inc.[@@]
AXA Financial, a New York-based unit of AXA S.A., Paris, agreed in September 2003, to pay $1.5 billion, or $31 per share, for MONY, and to pay MONY managers about $90 million in change-in-control compensation.
MONY shareholders can vote against the deal, and they also have a right to slow the acquisition process by voting to demand an independent appraisal of their shares.
Originally, AXA Financial would have had the right to walk away from the deal if more than 10% of the MONY shareholders had voted against the deal, MONY says. Now, thanks to pressure from deal opponents, shareholders already have broken through the 10% appraisal demand threshold, MONY reports.
“Currently, appraisal demands have been received from stockholders purporting to own approximately 13.7% of the outstanding shares as of the date of their demands,” MONY says.
AXA Financial has responded by agreeing to increase the appraisal demand walk-away threshold to 15%, MONY says. If owners of more than 15% of the MONY shares demand appraisals, AXA Financial can choose between closing the transaction, going through an appraisal process or walking away from the deal, MONY says.
In a related matter, MONY has responded to critics’ complaints about the size of a $90 million “change in control” compensation package that AXA Financial has promised top MONY executives. Members of MONY’s senior management team have agreed to give up $7.4 million of that change-in-control compensation to fund a special, post-acquisition dividend for MONY shareholders, MONY says.
MONY plans to use the $7.4 million in cash to pay MONY stockholders an extra 10 cents per share after the AXA deal closes, MONY says.
MONY shareholders are supposed to complete voting on the AXA deal at a special shareholder meeting. MONY has pushed the date back to May 18, from Feb. 24.
MONY postponed the meeting because a Delaware state judge recently ruled that the company must give MONY shareholders more information about the change-in-control compensation package for senior MONY managers.
AXA Financial President Christopher Condon put out a statement emphasizing that his company remains committed to completing the MONY deal.
“We have agreed to amend the merger agreement today, including the new limitations on the appraisal rights condition, as part of our commitment,” Condon says in the statement.
Moody’s Investors Service, New York, says the postponement of the shareholder meeting could end up affecting the A2 insurance financial strength ratings that the rating agency has assigned MONY’s main life subsidiaries.
MONY “is concerned that the longer the merger process takes, the greater the likelihood that MONY will develop problems related to its brand name and reputation in the marketplace, distribution and staff retention, and new sales and product persistency,” Moody’s says in a comment about the deal.