NN Group completes the legal mergers of the former MetLife businesses in Poland and Greece

Today, NN Group announces that it has completed the legal mergers of the former MetLife businesses in Poland and Greece. The legal mergers follow the completion of the acquisition process of the former MetLife business operations in both countries.
In Greece, the legal merger became effective on 29 December 2022. In Poland, the life insurance companies of Nationale-Nederlanden Poland and the former MetLife Poland were legally merged on 2 January 2023.
NN Group agrees to sell former MetLife pension business in Poland to Generali

NN Group announces today that it has reached an agreement with Generali to sell the former MetLife pension business in Poland.
The pension business is part of the former MetLife activities in Poland that were acquired by NN Group in April 2022. The business has approximately EUR 2.4 billion of assets under management.
The decision to divest was made following a review of NN’s strategic options for the former MetLife pension business in Poland. The transaction does not impact the existing pension business of Nationale-Nederlanden Poland, which remains a market leader in the Polish pension market.
The sale is expected to have an immaterial impact on NN Group’s operating capital generation and operating result.
The transaction is subject to customary closing conditions and is expected to close ultimately in the first quarter of 2023.
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 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.
NN Group to acquire MetLife’s business activities in Poland and Greece

NN Group (NN) to acquire MetLife’s business activities in Poland and Greece for a consideration of EUR 584 million(1)
Bolstering NN’s leading positions in two attractive European growth markets by adding strong and profitable businesses and creating synergies
Strengthening current top positions in life and pensions in Poland, and creating the number one life insurance company in Greece
Expanding distribution capabilities by adding strong (tied) agent and broker networks
Incremental operating capital generation expected to grow to around EUR 50 million in 2024 partially excluding cost synergies; expected double‐digit return on investment
Maintaining strong solvency post transaction, solvency ratio negative impact of around 6%‐points (proforma 31 Dec 2020)
NN Group today announces that it has agreed to acquire MetLife’s business activities in Poland and Greece, for a total consideration of EUR 584 million. The acquisition will further bolster NN’s leading market positions, strengthening its position in life and pensions in Poland, while creating the market leading insurance company in Greece.
David Knibbe, CEO of NN Group: ‘Strategically and financially this is a unique opportunity for NN to enhance value and consolidate our leading positions in these markets. The acquisition will add scale, provide growth opportunities and drive diversification in life and protection in markets with low insurance penetration rates. Having built our NN business in Greece since 1980 and in Poland since 1994, we know and understand these markets well. MetLife’s activities tie in well with ours, with a cultural fit and a mirrored business model, allowing for a smooth integration. While combining the strengths of both companies, we will continue to focus on the well‐being of both our new and existing customers. We look forward to welcome around 2.7 million new customers and 450 new colleagues to our company, and to work together with around 1,600 additional (tied) agents and brokers.’
Strategic rationale
The acquisition will almost double NN’s total customer base in Poland and Greece and will create a strong platform for future growth, with potential for cost synergies.
Poland
In Poland, the largest market in Central and Eastern Europe, NN’s market share in life will increase to 12% from 8%, which strengthens its position to around EUR 500 million annual gross written premium (GWP). NN’s distribution reach will be expanded by adding a large network of 1,200 tied agents, as well as external partnerships.
Greece
In Greece, the transaction will make NN a leading life insurance company, with a combined 31% market share in life and health, and an 18% overall market share. NN will become market leader in employee benefits and group pensions and expand the attractive Greek accident & health portfolio. The transaction includes a network of more than 400 tied agents, so adding 50% of capacity to the current tied agent sales force. NN in Greece will further diversify its distribution platform by adding broker and direct channels.
Financial impact
The acquisition is expected to create synergies and to lead to an incremental operating capital generation of EUR 50 million per annum in 2024 excluding part of the synergies that will be capitalised via assumption changes, and to generate a double‐digit return on investments.
The transaction will be financed by a combination of cash capital at holding and around EUR 100 million of local surplus capital. NN’s dividend policy and share buyback programme will not be affected.
Conditions and process
Closing of the transaction is subject to obtaining the necessary regulatory and competition clearances and is expected in the first half of 2022.
Footnote 1. Cash flows, including dividends, to be paid to current shareholders prior to completion, expected to be around EUR 36 million, will be deducted from the total consideration of EUR 620 million (at current PLN‐EUR FX rate).
NN Group has made an offer to acquire part of MetLife’s businesses in Europe

NN Group has made an offer to acquire part of MetLife’s businesses in Europe. In line with our strategy, this is considered an opportunity to consolidate our leading positions in attractive growth markets in which NN is already active.
NN Group will further update the market if and when appropriate.