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.
National Bank of Greece enters into a definitive agreement with Bain Capital, Fortress and doValue for the disposal of a portfolio of non-performing exposures (Project Frontier)
National Bank of Greece enters into a definitive agreement with Bain Capital, Fortress and doValue for the disposal of a portfolio of non-performing exposures (Project Frontier)
National Bank of Greece (“NBG” or “Bank”) announces that it has entered into a definitive agreement with a consortium consisting of affiliates of Bain Capital Credit, Fortress Investment Group and doValue Greece, for the sale of 95% of the Mezzanine and Junior notes from a securitisation backed by a portfolio of non-performing exposures (“NPE”) with a total gross book value of c€6b. NBG will retain 100% of the Senior notes, utilizing the provisions of the Hellenic Asset Protection Scheme (”Hercules”), and 5% of the Mezzanine and Junior notes. The transaction is being implemented in the context of the Bank’s NPE deleveraging strategy and is in line with the targets submitted to the Single Supervisory Mechanism (“SSM”).
The total proceeds for NBG mainly reflect the Senior notes and the consideration for the Mezzanine and Junior notes, corresponding to c50% of the total gross book value of the Frontier Portfolio. The transaction will boost NBG’s total capital by c150bps, with the pro-forma 1H.21 Total Capital ratio increasing to 18.5%, while the NPE ratio on the same date stands at 12.7%.
The transaction is expected to be completed within Q4 21, subject to required approvals. Following the completion of the transaction, doValue Greece, a legal entity authorised and regulated by the Bank of Greece under the Law 4354/ 2015 with several years of wide experience in servicing NPE portfolios, will undertake the servicing of the Frontier Portfolio.
Morgan Stanley & Co. International plc is acting as financial advisor and arranger of the transaction, Oliver Wyman as technical advisor while Clifford Chance LLP and Karatzas & Partners as international and local external legal counsel to NBG, respectively.
Cigna and Hartford HealthCare Reach Agreement to Keep Quality Care Affordable
Cigna and Hartford HealthCare have reached a multi-year agreement that ensures Cigna customers will have continued access to Hartford HealthCare’s hospitals, facilities and providers for quality care at predictable, affordable rates. The new agreement was reached two months before the existing agreement would have expired at the end of October.
“We are so pleased that these two respected Connecticut-based organizations are working together on behalf of patients throughout our entire system of care,” said Jeffrey A. Flaks, president and chief executive officer of Hartford HealthCare. “We are happy to have a partner who shares our values and our vision.”
“The collaboration we have with Hartford HealthCare puts affordable, high-quality care in reach for all those we collectively serve and puts the interests of our customers, employer clients and Connecticut tax payers first. Best of all, we were able to reach this agreement months ahead of schedule and with no disruption to our clients and customers,” said Wendy Sherry, president of Cigna’s commercial business in Connecticut.
The new agreement is effective November 1, 2021.
Safe Bulkers, Inc. Entered into an Agreement for the Acquisition of Three Kamsarmax Class Dry-bulk Japanese Vessels
Safe Bulkers, Inc., an international provider of marine drybulk transportation services, announced that in relation to its fleet renewal strategy, it has entered into agreements for the acquisition of three Japanese dry-bulk 82,000 dwt, Kamsarmax class vessels at attractive prices with scheduled delivery dates within the fourth quarter of 2023 for one vessel and within the first quarter of 2024, for the other two vessels.
All three newbuild vessels are designed to meet the Phase 3 requirements of Energy Efficiency Design Index related to Green House Gas emissions, (GHG-EEDI, Phase 3) and also comply with the latest NOx emissions regulation, (NOx-Tier III) and will be financed from the cash reserves of the Company.
Dr. Loukas Barmparis, President of the Company, commented: “We are continuing our fleet renewal strategy, by ordering three additional vessels, bringing the total number of newbuilds to eight GHG-EEDI Phase 3, NOx-Tier III. In parallel, the Company has already acquired two younger second hand vessels. Newbuild orders and second hand acquisitions are in the context of our strategy to replace older or Chinese-built vessels, six of which have been sold until now.”
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.
Eurobank announces the agreement for the merger of its subsidiary in Serbia with Direktna Banka
Eurobank S.A. (“Eurobank”), subsidiary of “Eurobank Ergasias Services and Holdings S.A.” (Eurobank Holdings), announces that it has concluded an agreement with the shareholders and principals of Direktna Banka a.d. Kragujevac (“Direktna”), for the merger of Direktna with Eurobank’s subsidiary in Serbia, Eurobank a.d. Beograd (“Eurobank Serbia”) (the “Transaction”), with absorption of Direktna by Eurobank Serbia.
The combined bank (“Eurobank Direktna”) will have total assets in excess of €2bn, total equity above €300m and, accounting for the expected fully-phased synergies, pre-provision income and net income in excess of €50m and €35m respectively.
The combined bank’s market share will exceed 6.5%, in terms of total loans, making the bank the seventh largest in Serbia.
After the completion of the Transaction, Eurobank will control c. 70% of the combined bank while Direktna’s shareholders will own the remaining 30%. Both parties have committed to a growth-oriented business plan, incorporating ambitious expansion targets that will allow the combined bank to finance the Serbian economy and grow profitably in the next few years. Part of the Transaction is the payment of a dividend/capital return to Eurobank. The Transaction is capital neutral for Eurobank and earnings per share (EPS) accretive by 3% post synergies.
The Transaction is consistent with Eurobank’s strategy to further strengthen its position in the countries where the Group retains presence and further grow with bolt-on acquisitions and friendly mergers.
Mr. Stavros Ioannou, Deputy CEO, Group Chief Operating Officer (COO) & Head of International Activities of Eurobank, said: “We are pleased to have reached an agreement with the principals of Direktna for the merger of our two banks in Serbia and the creation of a much stronger, larger and dynamic local financial institution. This Transaction is in line with Eurobank’s strategy to further expand its international activities and create additional value for its shareholders via targeted acquisitions, mergers or joint ventures. We are excited with our partnership with two exceptional Serbian entrepreneurs Andrej and Bojan and are confident for the success of our ambitious plans in Serbia. The merger of Eurobank Serbia with Direktna has substantial merits for all stakeholders of the combined bank including customers, both retail and corporate, depositors, employees and regulators”.
Mr. Andrej Jovanović and Mr. Bojan Milovanović, principals of Direktna, commented: “This merger represents a clear opportunity for enhancing profitable growth that we have experienced with Direktna. We believe that Eurobank Direktna will have a unique opportunity to benefit from strong institutional background and size brought by our partners from Eurobank and from our deep understanding of our home market. The combination of our people and expertise will make Eurobank Direktna a bank of choice in the Serbian market. We are very excited about our agreement and look forward to unlocking all the synergies this merger will bring”.
Completion of the Transaction is subject to customary approvals by the competent regulatory and supervisory authorities and is expected to take place during the last quarter of 2021.
BNP Paribas acted as the exclusive financial advisor to Eurobank Serbia in connection with the Transaction while Milbank LLP, Živković Samardžić Law Office and Moravčević Vojnović in cooperation with Schoenherr provided legal assistance and advice.
Navios Maritime Partners L.P. Announces Agreement to Acquire Five Drybulk Vessels
Navios Maritime Partners L.P., an international owner and operator of dry cargo vessels, announced today that it has entered into agreements to acquire five drybulk vessels (four Capesize and one Kamsarmax) for a total consideration of approximately $182.3 million.
Two vessels are new building vessels, a Capesize vessel, which is bareboat charter-in and is expected to be delivered in the second half of 2022, and a Kamsarmax vessel which is expected to be delivered in the first half of 2023.
Three Capesize vessels, the Navios Azimuth, the Navios Ray and the Navios Bonavis, are being acquired from Navios Maritime Holdings Inc. for an aggregate purchase price of approximately $88.0 million and are expected to be delivered by July 2021. The acquisition of these vessels was approved by the Conflicts Committee of the Board of Directors of Navios Partners.
Following the above agreements, Navios Partners’ fleet (basis fully delivered fleet) consists of 94 vessels, of which 56 are dry bulk vessels and 38 are containerships. The fleet has total capacity of 9.0 million dwt.
Signature of the Master Agreement for the acquisition of Lyxor by Amundi – Finalisation expected at end 2021
Amundi and Société Générale announce the signature, earlier than the considered schedule, of the master agreement for Amundi’s acquisition of Lyxor[1]; as a reminder, the entry into exclusive negotiations had been announced on 7 April[2].
The finalisation of this transaction is expected at the end of 2021[3], subject to the prior approval of the competent regulatory and competition authorities.
[1] Certain activities from Lyxor are excluded from the scope of the transaction and retained by Societe Generale: (i) structured asset management solutions intended for Societe Generale’s global markets clients and (ii) asset management activities dedicated to savings solutions and carried out for Societe Generale (Branch networks and Private Banking) such as structuring of savings solutions, funds selection and the supervision of the Group’s asset management companies.
[2] See press release and presentation of 7 April 2021, available on the website https://legroupe.amundi.com/Sites/Amundi-Corporate/Pages/Actualites/2021/Acquisition-de-Lyxor
[3] No later than February 2022
Seanergy Maritime Holdings Corp. Announces Agreement to Acquire its 16th Capesize Vessel and New Time Charter
Seanergy Maritime Holdings Corp. announced that it has entered into a definitive agreement with an unaffiliated third party to purchase a Capesize vessel (the “Vessel”).
The Vessel was built in 2012 at a reputable shipyard in Japan, has a cargo-carrying capacity of approximately 181,000 deadweight tons (“dwt”) and will be renamed M/V Worldship. The Worldship is expected to be delivered within the third quarter of 2021, subject to the satisfaction of certain customary closing conditions. Following her delivery, Seanergy’s fleet will increase to 16 Capesize vessels with an aggregate cargo capacity of approximately 2,800,000 dwt.
The Vessel is fitted with a scrubber and a ballast water treatment system, while the special survey will be completed by the current owner prior to the delivery and, therefore, the Company does not anticipate incurring any off-hire or capital expenditure for this Vessel at least for the next two years.
The purchase price of $33.7 million is expected to be funded with cash on hand and debt financing.
In addition, taking advantage of the current strong market conditions, Seanergy has fixed one of its Capesize vessels, the M/V Patriotship, at $31,000 per day for a period employment of 12-18 months with a major European cargo operator. The contract is expected to commence upon the Patriotship’s upcoming delivery to the Company, which is anticipated in the beginning of June 2021.
Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:
“I am very pleased to announce another timely acquisition of a high-quality Capesize vessel built by a renowned shipyard in Japan. The addition of the M/V Worldship to our fleet will further enhance our operating leverage as a leading pure-play Capesize company.
This should be a highly accretive transaction for our shareholders as it will be funded by Seanergy’s strong liquidity, consisting of cash on hand and loan facilities at competitive terms.
Our fleet is currently operating in a decade-high freight environment, where the Capesize forward freight contracts (“FFA”) for the second half of 2021 exceed $30,000 per day. Based on the anticipated delivery of the Vessel in the mid of the third quarter of 2021, the incremental gross revenue from this acquisition may exceed $4 million for the remainder of the year.”