NN Group obtains approval from the Polish regulator to acquire MetLife in Poland
NN Group (NN) announced that it has received approval from the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF) with regard to the acquisition of MetLife’s business activities in Poland. The agreement to acquire MetLife’s businesses in both Greece and Poland was announced on 5 July 2021.
The transaction will strengthen NN’s leading position in life insurance in Poland and will expand its distribution channels.
Today’s approval follows the competition clearance obtained from the European Commission on 7 December 2021. The transaction to acquire MetLife’s businesses in Poland is expected to be completed in April 2022. NN Group completed the acquisition of MetLife’s businesses in Greece on 31 January 2022.
NN Life & Pensions to acquire ABN AMRO Verzekeringen’s life insurance subsidiary
NN Group, ABN AMRO Bank and their joint venture ABN AMRO Verzekeringen (AAV) announced that they have reached an agreement to sell AAV’s life insurance subsidiary to Nationale-Nederlanden Levensverzekering Maatschappij N.V. (NN Life & Pensions).
AAV is a joint venture between NN Group (51%) and ABN AMRO Bank (49%) that provides insurance products and services to over one million retail and corporate customers. NN Group already consolidates the life insurance activities of AAV. ABN AMRO Bank and NN Group have agreed to extend their successful cooperation in AAV by 5 years until 2038, if certain customary performance criteria are met. Following the transaction, AAV will focus on its non-life insurance business and its insurance broker activities. NN Group and ABN AMRO Bank have agreed to make additional investments in the coming years to strengthen AAV’s digital capabilities and further grow its non-life portfolio.
The life insurance subsidiary of AAV, ABN AMRO Levensverzekering N.V. (AAL), will be integrated into NN Life & Pensions. The intended transaction will have no impact on the services and guarantees to customers. NN Life & Pensions and ABN AMRO Bank intend to continue the sale of term life products via the bank’s channels.
Leon van Riet, CEO Netherlands Life & Pensions and member of the Management Board of NN Group: ‘This transaction is in line with our strategy to achieve further efficiencies by leveraging our existing closed book capabilities. We are pleased to continue our successful collaboration with ABN AMRO Bank and look forward to further supporting AAV’s growth strategy in non-life insurance.’
NN Life & Pensions will acquire 100% of ABN AMRO Levensverzekering N.V. from AAV for a total amount of EUR 253 million. This will be financed from existing cash resources of NN Life & Pensions. Following the transaction, AAV intends to distribute the proceeds from the transaction, after deduction of costs related to the transaction, to its shareholders NN Group and ABN AMRO Bank.
The transaction is expected to have a limited negative impact on NN Group’s Solvency II ratio on closing, which is expected to change into a limited positive impact following the envisaged legal merger of AAL and NN Life & Pensions and the application of NN Group’s Partial Internal Model. On a consolidated basis, the acquisition is expected to result in a net cash outflow from NN Group of EUR 128 million for the indirect 49% stake in AAL and an increase of its dividend capacity of approximately EUR 15 million per annum.
The transaction is subject to regulatory approvals and is expected to close in the second half of 2022.
Pollfish Acquired by Prodege
PJ Tech Catalyst Fund, a seed stage technology fund operating out of Athens, Greece and backed by the European Investment Fund and Piraeus Bank announced that its portfolio company Pollfish has been acquired by Prodege, a cutting-edge marketing and consumer insights company based out of El Segundo, California.
Founded in 2013, Pollfish supports the needs of the modern researcher by offering a user-friendly and powerful global DIY platform for end-to-end research from survey creation to lightning-fast results. Aware that many organizations today require a quick turnaround, Pollfish leverages new technologies to improve respondent access, quality, and speed of response.
“We are very excited for the acquisition of Pollfish by Prodege, a leading provider of marketing and consumer insights. Congratulations to team Pollfish for its well-deserved success,” says PJ Tech Catalyst President & CEO, Nikos Antoniou.
“The acquisition of Pollfish is the result of hard work, good execution and persistence of its team. Together with the support of its investors the company has succeeded in growing from a promising tech start-up founded in Greece to a global DIY market research provider, operating from offices in NYC ” comments Vasilis Theoharakis, PJ Tech Catalyst’s representative to Pollfish BoD.
About Prodege, LLCProdege (www.prodege.com) is a cutting-edge marketing and consumer insights platform that leverages its global audience of reward program members to power its business solutions. Bolstered in 2021 by a major investment by Great Hill Partners, a Boston-based private equity firm, the company’s innovative offerings will continue to enable leading brands and agencies to gather insights and market to their target audiences. Through deep consumer profiling, Prodege partners can more effectively acquire new customers, boost engagement, increase revenue, and drive brand loyalty and product adoption.
About PollfishFounded in 2013, Pollfish (www.pollfish.com) allows businesses to connect with millions of customers globally & perform fast and iterative research. By embracing a product-first approach to research, its clients can create, target & analyze data in an all-in-one DIY platform.
About PJ Tech Catalyst FundPJ Tech Catalyst Fund (www.pjtechcatalyst.com). is a seed stage technology fund operating out of Athens Greece. The Fund is backed by the European Investment Fund and Piraeus Bank. Management/investment team of the Fund is Nikos Antoniou, Vasilis Theoharakis, Kostas Mallios, Christos Tsangos and Elena Gyftea.
EuroDry Ltd. Announces Agreement to Acquire M/V Molyvos Luck, a 2014-built Supramax Bulker
EuroDry Ltd., an owner and operator of drybulk vessels and provider of seaborne transportation for drybulk cargoes, announced that it has agreed to acquire M/V Molyvos Luck, a 57,924 dwt drybulk vessel built in 2014, for $21.2 million. The vessel was majority owned by an un-affiliated third party and has been managed by Eurobulk Ltd., also the manager of the majority of the Company’s vessels. The vessel is expected to be delivered to the Company around the end of January 2022. The Company will also assume the existing charter of the vessel at $13,250/day until April 2022. The acquisition will be initially financed by the Company’s own funds; a bank loan will be arranged to partly finance the acquisition after the purchase is completed.
Aristides Pittas, Chairman and CEO of EuroDry commented:
“We are pleased to announce the acquisition of M/V Molyvos Luck, a Supramax, drybulk carrier built in 2014. This acquisition further expands our modern fleet cluster at a time when the market fundamentals are very supportive of a continuing strong market as there are signs that the pandemic may recede and fleet growth is expected to be limited as evidenced by the historically low levels of the orderbook. At current market rates, we expect that M/V Molyvos Luck will make a significant contribution to our net income and EBITDA. The accumulation of funds that our fleet generates provides us with several investment, expansion or other shareholder reward options and we will continue pursuing those most appropriate for the benefit of our shareholders at any given point.”
NN Group obtains EC competition clearance to acquire MetLife’s businesses in Poland and Greece
Today NN Group announces that it has obtained competition clearance from the European Commission to acquire MetLife’s business activities in Poland and Greece. The intended acquisition was announced on 5 July 2021.
The acquisition will strengthen NN’s current leading positions in life and pensions in Poland, and create the number one life insurance company in Greece.
In addition to today’s competition clearance, and as part of the customary closing conditions to the transaction, NN Group is seeking to obtain clearance from both the Polish and Greek regulatory authorities. Given the separate regulatory clearance processes, the completion of the acquisitions of the Polish and Greek MetLife companies may occur at different dates. Both acquisitions are anticipated to be completed in the first half of 2022.
Willis Towers Watson signs agreement to acquire remaining 51% shares in WTW India
Willis Towers Watson (NASDAQ:WLTW), a leading global advisory, broking, and solutions company, announced the signing of an agreement to acquire the remaining 51% shares from Anemone Holdings Private Ltd and Rohit Jain in Willis Towers Watson (WTW) India. WTW currently owns 49% of Willis Towers Watson India Insurance Brokers Private Limited (WTW India) and recent changes in regulation have made it possible for WTW to own up to 100% of WTW India.
Pamela Thomson-Hall, Head of International, WTW, said: “As one of the world’s largest and fastest growing economies, with an expected 17% growth rate in the non-life insurance market over the next five years, we see rising demand and opportunities for cyber, health and benefits, crop and surety insurance in the Indian market. Acquiring 100% ownership of WTW India will enable us to further capitalise on the significant growth opportunities in this market and to better serve the rapidly evolving needs of our clients in India.
The Covid-19 crisis has underscored the vital role of risk management and insurance in protecting and strengthening businesses and communities’ resilience to pandemic shock in emerging markets such as India. We are committed to the Indian market and see we can play a significant role to help raise the under-penetration of insurance and close the protection gap that the country needs.”
Rohit Jain, Head of India, WTW added: “These are unprecedented times for humanity and businesses, especially the risks that confront both. Emerging forms of risks like climate change, pandemic, cyber threats and the growing health-wealth gap demand immediate and comprehensive solutions that address risk mitigation, incident response and compensation for loss. WTW already has a significant presence in India and this acquisition is another important milestone towards bringing our clients the best-in-class products and solutions, technology and unprecedented insight for sound risk-based decision making.”
This transaction remains subject to customary legal and regulatory approvals.
HSBC to acquire AXA Singapore
HSBC Insurance (Asia-Pacific) Holdings Ltd, an indirect wholly-owned subsidiary of HSBC Holdings plc (HSBC), has entered into an agreement to acquire 100% of the issued share capital of AXA Insurance Pte Limited (AXA Singapore) for US$575m. The proposed acquisition, which is subject to regulatory approval, is a key step in achieving HSBC’s stated ambition of becoming a leading wealth manager in Asia, by expanding its insurance and wealth franchise in Singapore, a strategically important scale market for HSBC, and a major hub for its ASEAN wealth business.
AXA Singapore is currently the 8th largest life insurer in Singapore by annualized new premiums, 5th largest property and casualty (P&C) insurer and a leading group health player. AXA Singapore had net assets of US$474m, annualized new premiums of US$85m, gross written premiums of US$739m and profit before tax of US$23m for the year ended 31 December 2020.
AXA Singapore is a good fit with HSBC’s existing HSBC Insurance (Singapore) Pte Ltd’s (HSBC Life Singapore) business. Both businesses have complementary products across the spectrum of insurance solutions and distribution channels, while AXA Singapore provides access to a sizeable tied-agency sales force, several leading independent financial advisory firms, and a large pool of insurance policyholders and corporate relationships. This combined business will not only materially scale up HSBC’s presence in the regional insurance market, it will also provide an excellent platform for future growth. The combined business would be the 7th largest life insurer (based on annualized new premiums) and 4th largest retail health insurer (based on gross premiums) with over 600,000 policies in-force covering life, health and P&C1.
Noel Quinn, Group Chief Executive, HSBC Holdings plc, commented: “This is an important acquisition that demonstrates our ambition to grow our Wealth business across Asia. Wealth is one of our highest growth and highest return opportunities, and plays to our strengths as an Asia-centred bank with global reach. We are acquiring a good business that fits well with our existing operations, and which strengthens our status as one of Asia’s leading wealth and insurance providers.”
Nuno Matos, Chief Executive, Wealth and Personal Banking, added: “This strategic investment is a key milestone for HSBC Life to materially scale up, grow and diversify our insurance and wealth business in Singapore. The proposed acquisition will immediately put us in a leading position in health and employee benefits, and accelerate our build out of a distinctive and holistic wealth and health planning business, operating beyond our branch network. Burgeoning affluent and high net worth populations in Singapore and across Southeast Asia will drive strong demand for an array of wealth, health and insurance solutions for individuals, their families and SMEs.”
Following deal completion, which is subject to regulatory approval, the intention is to merge the operations of HSBC Life Singapore and AXA Singapore, subject to further approval by the Singapore regulator and courts.
The proposed acquisition will be funded from existing resources and will have a minimal (c.5bps) impact on HSBC’s common equity tier 1 ratio. We expect the acquisition to be immediately accretive to the earnings of the Group upon completion.
In February 2020, HSBC combined its mass affluent, asset management, insurance and private banking businesses to create Wealth and Personal Banking. Asia generates nearly half of HSBC’s US$1.7trn global wealth balances and 65% of the Group’s wealth revenues. In 2020, HSBC Insurance recorded an adjusted profit before tax of US$1.4bn globally.
Liberty Mutual Insurance Seeks to Acquire Malaysian Insurer AmGeneral
Liberty Mutual Insurance will be applying for regulatory approval to acquire Malaysian insurer AmGeneral Insurance Berhad (AmGeneral). AmGeneral is currently 51%-owned by AmBank Group and 49%-owned by Insurance Australia Group (IAG). Subject to receiving appropriate regulatory approvals, Liberty Insurance Berhad will acquire 100% shares of AmGeneral, and AmBank Group’s share of the sale proceeds will be in the form of cash and consideration shares, which will result in AmBank Group holding a 30% interest in the Liberty Insurance Berhad and AmGeneral businesses. The AmGeneral and Liberty Insurance Berhad operations will, at a subsequent date, be formally merged. Following the merger, it is expected that the combined entity will become the largest auto insurer and second-largest property and casualty insurer in Malaysia based off of 2020 data. As part of the transaction, the prospective merged entity will enter into an exclusive 20-year bancassurance partnership with AmBank Group to distribute general insurance products. “Expanding and investing in international insurance markets is instrumental in our aspiration to become a leading global property and casualty insurance company,” said Liberty Mutual President, Global Retail Markets, Jim MacPhee. “Liberty Mutual’s mission to help people embrace today and confidently pursue tomorrow is well aligned with AmBank’s mission to help individuals and businesses in Malaysia grow and win together. Combining Liberty’s global capabilities with AmGeneral’s leading market share in auto and a growing business in additional product lines will create a best-in-class insurance operation.” AmGeneral serves the Malaysian insurance market through approximately 1,400 employees at 33 branch locations. A top three motor insurer with a growing business in additional product lines, the company distributes its personal and commercial insurance products under the AmAssurance and Kurnia brands through more than 6,000 agents, brokers, car dealers, franchises and affinity partners, and its fast-growing digital and direct capabilities. Citigroup, Inc. acted as financial advisor to Liberty Mutual in the transaction.
Liberty Mutual Insurance Bolsters Independent Agent Network With Agreement to Acquire State Auto Group
Liberty Mutual Holding Company Inc. (“Liberty Mutual”), State Automobile Mutual Insurance Company (“State Auto Mutual”), and State Auto Financial Corporation (NASDAQ: STFC) (“State Auto Financial”) announced that they have signed a definitive agreement pursuant to which Liberty Mutual would acquire State Auto Group, a super-regional insurance holding company headquartered in Columbus, Ohio. Under the terms of the agreement, State Auto mutual members will become mutual members of Liberty Mutual and Liberty Mutual will acquire all of the publicly held shares of common stock of State Auto Financial for $52 per share in cash. The acquisition will significantly expand Liberty Mutual’s position as an industry leader for personal lines and small commercial insurance. Liberty Mutual today distributes its Safeco Insurance personal auto, homeowners and specialty products, and Liberty Mutual small business insurance through more than 10,000 independent agencies countrywide. Through the deal, Liberty Mutual will add $2.3 billion in premium and State Auto’s network of approximately 3,400 independent agencies across 33 states and is expected to become the second largest carrier in this key distribution channel. “State Auto Group’s capabilities and product expertise are an ideal complement to Liberty Mutual’s domestic personal lines and small commercial business, and we welcome 2,000 talented associates to our family,” said Liberty Mutual Chairman and Chief Executive Officer David Long. “Equally appealing are its values. For almost a century, State Auto has celebrated a culture of caring for people, exceptional service and deep philanthropy, mirroring our purpose to help people embrace today and confidently pursue tomorrow.”The sixth-largest auto and home insurer in the US, Liberty Mutual also offers multiple distribution channels to consumers for its Liberty Mutual-branded products: through exclusive agents in local sales offices countrywide, licensed telesales counselors and online. “The opportunity to join the Liberty Mutual organization is a direct result of the incredible work of the State Auto team, beginning with the transformation of our business and culture that began in 2015,” said State Auto President and CEO Mike LaRocco. “We’ve become a digital provider of auto, home and business insurance while remaining fully committed to the independent agency system, as we’ve been since our founding 100 years ago. Our partnership with Liberty Mutual will further that commitment to independent agents and contribute to the collective success of our agents, policyholders, shareholders and associates.” The transaction was approved by the State Auto Financial board of directors (upon the recommendation of a special committee of independent State Auto Financial directors), as well as the State Auto Mutual board of directors (upon the recommendation of a special committee of independent State Auto Mutual directors). The deal is expected to close in 2022, pending State Auto Mutual member approval, State Auto Financial shareholder approval, receipt of required regulatory approvals and other customary closing conditions. In connection with the merger of State Auto Financial, State Auto Mutual has entered into a voting agreement with Liberty Mutual under which it has agreed to vote its 58.8% interest in State Auto Financial in favor of the merger. Waller Helms Advisors LLC and Goldman Sachs & Co. LLC acted as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Liberty Mutual in the transaction. Houlihan Lokey Capital, Inc. acted as financial advisor and Kirkland & Ellis LLP acted as legal advisor to the Special Committee of Independent Directors of State Auto Financial in the transaction. Keefe, Bruyette & Woods, a Stifel Company, and BofA Securities, Inc. acted as financial advisors and Squire Patton Boggs (US) LLP acted as legal advisor to the Special Committee of Independent Directors of State Auto Mutual in the transaction.
NN Group announces agreement to acquire a majority stake in Dutch insurance broker Heinenoord
NN Group (NN) has announced it has reached an agreement with Qmulus Invest B.V. and AS Holding B.V. to acquire a 70% stake in insurance broker and service provider Heinenoord, for a total consideration of EUR 176 million. In addition, NN will refinance the outstanding debt granted to Heinenoord for an amount of EUR 129 million. The agreement includes an option structure to acquire the remaining 30% of shares by NN within four years, following the closing of the transaction.
Heinenoord is one of the largest insurance brokers and service providers in the Dutch insurance market, offering amongst others policy administration, underwriting services and claims handling. The company is growing rapidly in both revenues and margin, and is active as a broker and mandated agent for a wide variety of non-life insurance products and insurers, servicing both the SME and retail market. Heinenoord is also a service provider for an extensive network of around 500 independent brokers. The company’s contribution to NN’s operating capital generation is expected to be approximately EUR 25 million per annum in 2023 and is expected to grow significantly in the coming years.
David Knibbe, CEO NN Group: ‘NN strongly believes in the future of the intermediary advisory market and the added value that broker advice has for customers. The vast majority of non-life distribution goes through the broker channel. The insurance market is rapidly changing with new customer propositions, consolidation in distribution, digitalisation, and the growing importance of mandated agents and service providers, which offer a broad range of insurance services. As Heinenoord plays an active role in the value chain between customers, traditional brokers and insurance companies, this acquisition will strengthen our distribution capabilities, and reinforce our leading position in the Dutch non-life market. NN is committed to continuing Heinenoord’s successful strategy to grow to a top 5 position in the Netherlands. Heinenoord will retain its independent position as a broker, and will remain dedicated to servicing its long-standing customer relationships and partnerships.’
At closing, NN will recognise a financial liability of approximately EUR 85 million in connection with the optional acquisition of the remaining 30% of shares. The transaction, including the option on the remaining shares, will have an expected negative impact on the NN Group Solvency II ratio of approximately 4%- points. The transaction has an envisaged high single digit return on investment, and will be funded from existing cash resources. NN’s dividend policy and share buyback programme will not be affected.
The acquisition is subject to regulatory and antitrust approvals and is expected to close at the end of 2021.