By

Shareholders of The MONY Group Inc., New York, voted at a special meeting to approve a controversial $1.5 billion acquisition offer from AXA Financial Inc., MONY says.

AXA Financial, a New York-based unit of AXA S.A., Paris, agreed in September 2003 to pay $31 in cash per share of MONY common stock. AXA Financial later sweetened the deal by agreeing to add a special dividend of 33 cents to 35 cents per share of MONY common stock.

MONY managers say the price is a good price, given the difficulty MONY has had competing in the U.S. life market against much bigger companies. But deal critics, including some professional money managers, have complained that the price is lower than MONYs book value.

MONY originally wanted to hold the special meeting on Feb. 24, but deal opponents fought in court to force MONY to send shareholders more information and postpone the meeting.

The election inspector for the special meeting certified that 53.4% of outstanding MONY shares voted in favor of the acquisition, MONY says.

The inspector found that 67% of the shares voting at the meeting voted for the deal proposal, 32% of the shares voted against the proposal and 1% of the shares abstained.

Holders of 84% of the MONY shares in the hands of retail investors voted in favor of the deal, MONY says. MONY also is reporting that investors who own 16.7% of its common shares have demanded appraisals of their shares.

One provision of the AXA Financial acquisition agreement gives AXA Financial the right to walk away from the deal if holders of more than 15% of MONYs shares ask for appraisals. But AXA Financial President Christopher Condron is emphasizing that his company is happy with the results of the shareholder vote.

We look forward to closing this transaction as promptly as practicable and do not currently anticipate that the level of appraisal rights demands that have been received will change our thinking, Condron says.

The deal still is subject to regulatory approvals, but MONY and AXA Financial say they now hope to complete the deal sometime this summer.

MONY Chairman Michael Roth says MONY will have an easier time competing for business once it is part of a bigger company and that customers also will benefit.

AXA S.A. is a giant, global financial services company, and AXA Financial alone manages more than $500 billion in assets. AXA Financials units include Equitable Life Assurance Society of the United States, AXA Advisors L.L.C., Alliance Capital Management L.P., Sanford C. Bernstein and AXA Distributors L.L.C.

Condron says AXA Financial is making the acquisition because MONY will help it add assets, expand the reach of its retail insurance and annuity distribution networks and strengthen its wholesale distribution system.

Condron praises MONYs solid work force and dedicated and talented sales professionals.


Reproduced from National Underwriter Edition, May 21, 2004. Copyright 2004 by The National Underwriter Company in the serial publication. All rights reserved.Copyright in this article as an independent work may be held by the author.