In association with the acquisition of ReAssure Group plc (“ReAssure”), an insurance holding company in the UK, by Phoenix Group Holdings plc (“Phoenix”), another UK insurance holding company, MS&AD Insurance Group Holdings, Inc. (the “Company”, President & CEO: Noriyuki Hara) sells its 25% shareholdings in ReAssure and receives 144,877,304 new shares in Phoenix representing a 14.5% stake as consideration. *1, 2
1. Outline of the Investment
|(1) Shares obtained||144,877,304 new shares in Phoenix representing a 14.5% stake|
|(2) Source of funds||25% shareholdings in ReAssure that the Company currently holds (no cash consideration)|
|(3) Director appointment||Send one non-executive director to the Phoenix board|
2. Purpose and effect of the transaction
The acquisition of ReAssure establishes Phoenix as the UK’s largest long-term savings and retirement business including closed book business*3 and its high profitability and growth potential are expected due to profits and synergies of scale. By investing in Phoenix, the Company will continue to capture investment opportunities in the European life insurance business, absorb know-how and diversify its business portfolio.
3. History of the investment to date
|January 2018||The Company initially invested in ReAssure group.|
|February 2019||The Company raised the stake in ReAssure group to 25% through additional investment.|
|December 2019||In response to a merger proposal from Phoenix, Swiss Re Ltd (“Swiss Re”), the largest shareholder in ReAssure, and the Company agreed to a transaction in which they transferred 100% of ReAssure shares to Phoenix and received Phoenix shares in exchange.|
4. Overview of Phoenix
Phoenix is an insurance holding company established in 1782. Through its subsidiaries, its business mainly focuses on the acquisition, integration and management of closed books, including life insurance and annuities. Phoenix acquired Standard Life Assurance Limited, one of the UK's leading life insurance companies, in 2018. Its life reserves are GBP198 billion (as of December 31, 2019), which is the second-largest (and is expected to become the largest with this acquisition) in the UK life insurance industry. Phoenix is listed on the London Stock Exchange and is a constituent of the FTSE 100 index.
*1: The receipt of the Phoenix shares is expected to be completed after this evening (Japan Standard Time).
*2: Swiss Re, which owns 75% of ReAssure shares, also sells its entire stake in ReAssure to Phoenix and acquires
a 13.3% stake in Phoenix.
*3: Closed book business is a life insurance business where new policies are obtained through acquisition of other
insurance companies’ portfolios (books) that are no longer underwritten, instead of direct underwriting. It generates
profits by increasing the value of the books acquired while providing services such as claims payment and policy
administration to policyholders.
<Reference> Disclosure of the Company’s initial investment in ReAssure issued in 2017
Note Regarding Forward-looking Statements
This document includes “forward-looking statements” that reflect the plans and expectations of MS&AD Insurance Group Holdings, Inc. (the “Company”) with respect to its business, results of operations and other matters. To the extent that statements in this document do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Company in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the actual results, performance, achievements or financial position of the Company to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements after the date of this document. Investors are advised to consult any further disclosures by the Company in its subsequent domestic filings in Japan.
The risks, uncertainties and other factors referred to above include, but are not limited to: (1) economic conditions in Japan, the United States, Europe and China; (2) the severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ response to the pandemic on operations, personnel and commercial activity and demand across the Company’s business; (3) the extent of competition faced by the Company from Japan’s other major non-life insurance companies and new entrants in the Japanese non-life insurance market; (4) the extent of further deregulation of the Japanese insurance industry; (5) occurrence of natural disasters in Japan and elsewhere; (6) occurrence of losses the type or magnitude of which could not be foreseen at the time of writing the insurance policies covering such losses; (7) the price and availability of reinsurance; and (8) the performance of the Company’s investments. Further details of potential risks and uncertainties affecting the Company are described in its domestic filings in Japan including the Company’s annual report. More information about the target company group can be found on its website.