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<Bt-1z44>Scor shareholders back Converium takeover

ZURICH (Bloomberg) — Scor SA shareholders voted in favour of France's biggest reinsurer proceeding with its $2.6 billion offer for Swiss rival Converium Holding AG.Each of six resolutions that would allow for the takeover submitted to investors at an extraordinary general meeting in Paris yesterday was approved "by a large majority," Scor chief executive officer Denis Kessler said at the gathering. A seventh resolution for powers of attorney to "carry out formalities" was also approved.

Scor, which owns 32.94 percent of the Swiss company's registered share capital, needs just over 17 percent more to gain control. Converium, which has subsidiaries in Bermuda, has urged shareholders to reject Scor's hostile bid.

"It's just not realistic" to think Converium shareholders won't accept Scor's offer, Kessler said yesterday.

Scor shares rose 19 cents, or 0.9 percent to 21.51 euros ($29.25) at 3.10 p.m. in Paris. Converium shares climbed 20 centimes, or 0.9 percent to 22.25 francs in Zurich. Scor shares have gained about 8 percent since it announced the offer two months ago while Converium shares have advanced 52 percent.

The Paris-based company said this week it would delay the start of its offer for Converium after the Swiss reinsurer sued it in a US court. The offer period will start on May 8 instead of April 23 as initially planned and run until June 6.

Switzerland's takeover commission last week said the offer should be delayed after Converium accused Scor of "unlawfully and unfairly" excluding US shareholders from the tender offer. "We deliberately excluded them from the beginning because we have decided to delist our two companies in the US to contain costs," Kessler said. "If we extended the offer to US shareholders of Converium we wouldn't be able to delist our companies for 12 months."

Converium said in a statement yesterday it considers the decision by Scor shareholders "unsurprising."

The decision "in no way alters our opposition to the hostile bid," Converium Chairman Markus Dennler said. "Converium urges its shareholders to reject the Scor offer."

The Swiss company has said a takeover by Scor could prompt employees to quit, cut income by up to 40 percent and make the reinsurer vulnerable to a credit rating downgrade.

Kessler said he would strive to obtain "mixed" representation from the two companies on the board of directors and upper management of a merged group.

By 2009, after incurring costs related to takeover, Kessler said cost savings would be [EURO]65 million annually for the new group.