Global Insurance M&A News, April 2015

Insurance M&A Newsletter, April 2015

This issue of Global M&A Insurance News, provides current deal activity from around the world in Q1 2015.

Global Head of Insurance Deal Advisory

KPMG in the U.S.

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Earlier in the year we released our M&A predictions for the insurance sector in 2015. It is interesting to see that a number of the expected trends have already started to unfold in the first quarter of the year. Areas where we expected to see activity, included outbound activity from China, further consolidation of the reinsurance sector, continued focus on the innovative capabilities provided through FinTech’s, and on high growth markets, including India and Africa. We expect these trends to continue throughout the year. 

Asia

  • Outbound deal activity from China has been a key factor in global deal activity, with two notable parties, Fosun and Anbang adopting an active strategy. Fosun are committed to spending at least US$2.4 billion and planning to acquire five insurance companies in Asia, US and Europe in the current year. They have a different focus to the traditional players and with high levels of capital to deploy will be an interesting competitor.  Anbang Insurance Group Co, Ltd. has agreed to acquire VIVAT Verzekeringen from SNS Reaal NV for a consideration of EUR150 million. With this acquisition, Anbang can further expand its insurance activities in the Netherlands. Fosun and Anbang, together with Ping An have also been investing in real estate assets as a way of diversifying their balance sheets. We expect this trend to continue. 
  • In India, the recent ratification of the Insurance Law which includes a number of significant reforms for the sector, including an increase in the foreign direct ownership limit to 49 percent has galvanized the sector. A number of parties have indicated that they will increase their stake including IAG, BNP Cardiff, AXA, Bupa, and Standard Life. For more details on the opportunities, risks and challenges for companies looking to increase their stake, enter the Indian market or change their strategy and focus, please read the attached publication: Higher FDI in Indian Insurance sector – a buzz for the industry for more information.
  • A number of the Japanese insurers have announced aggressive overseas expansion plans and we expect them to be actively involved, particularly for the larger opportunities in mature markets. For example, Sompo Japan Nipponkoa Holdings Inc. has agreed to acquire a 7.8 percent stake in SCOR SE from Patinex AG and a further 7.2 percent stake from rest of the shareholders with a total value of approximately US$947 million.
  • Australia is expected to be an active market from an M&A perspective in 2015 with a number of banks rumored to be considering the sale of their insurance businesses. We expect any auctions to be keenly contested. It is believed that both NAB and ANZ can divest its life insurance units.

Europe, Middle East, Africa

Mature markets in Europe, have been characterized by exit of non-core operations, consolidation and securing new distribution capabilities. Recent portfolio rationalization include:

  • Switzerland based Nationale Suisse is selling the travel insurance portfolio of Compagnie Europeenne D Assurance Des Marchandises Et Des Bagages S.A to Mapfre Asistencia Compania Internacional de Seguros y Reaseguros, S.A. for an undisclosed consideration. The sale is in line with Nationale Suisse’s withdrawal from the Belgian direct insurance market and in turn will help Mapfre develop its travel insurance business in Belgium.
  • Nationale Suisse has also reached agreement to sell its Belgium based subsidiary Nationale Suisse Assurance S.A. ("NAB") for a consideration of US$38.5 million to Enstar Group Ltd and is withdrawing from the Belgian market.
  • Hiscox Limited has acquired R&Q Marine Services Ltd from Randall & Quilter Investment Holdings Plc, the listed UK-based insurance investor, service provider and underwriting manager, for a cash consideration of GBP9.25 million. The deal is in line with R&Q’s strategy to focus on its core business.
  • Talanax International AG is selling its subsidiary companies in Bulgaria and Ukraine to Euroins Insurance Group LLC in order to streamline its portfolio in Eastern Europe.

European companies have also used M&A to build scale and/or invest in new markets: 

  • Scottish Friendly Assurance Society Ltd agreed to acquire Britain’s Marine & General Mutual, with the combined operation offering greater financial security and efficiency in policy administration.
  • UK based Hyperion Insurance Group Limited has agreed to merge with R K Harrison Group Ltd to support geographical expansion and to create a better proposition for its shareholders.
  • France based Malakoff Mederic SARL and La Mutuelle Generale agreed to acquire a 49 percent stake in La Banque Postale Assurance Sante S.A. The transaction would help in pooling expertise to develop and distribute group health insurance.
  • Spain based Abanca Corporacion Bancaria, S.A. acquired 50 percent stake in Caixanova Vida y Pensiones for €84.7 million on 18 March 2015.
  • Great-West Lifeco, through its Canadian Life subsidiary has agreed to acquire the annuity business of The Equitable Life Assurance Society for an undisclosed consideration to expand its European operations. In a separate deal it has also agreed to acquire Legal & General International (Ireland) Limited to strengthen its position in the UK. For Legal & General the deal is part of its ongoing disposal program of peripheral assets.
  • Societe Generale SA has agreed to acquire 50 percent stake in Antarius S.A to strengthen its insurance business line.
  • US-based Global alternative asset manager, The Carlyle Group announced it would acquire a majority stake in the UK based Barbon Insurance Group to accelerate the growth of its business. The deal is expected to close in the second quarter of 2015.
  • Saga Group Plc acquired Bennetts, a UK-based provider of motor cycle insurance services, for a cash consideration of GBP26.26 million. The addition will help Saga expand its range of insurance offerings while Bennetts will gain access to Saga's database of 10.6 million people.
  • Aon Benfield Italia S.p.A has acquired Switzerland based Sipex Insurance and Reinsurance Brokers SA specializing in Continental European marine hull business. This will help Aon Benfield develop new business opportunities in this line.

The Lloyds market has seen strong activity both in underwriting and distribution related deals: 

  • Canada based Fairfax Financial Holdings Limited reached an agreement to acquire all of the outstanding shares of Brit, a market-leading Lloyd's of London specialty insurer and reinsurer for approximately US$1.88 billion. Its shareholders will receive 305 pence in cash per Brit Share inclusive of any final dividend for the year ended 31 December 2014. Brit’s presence in Lloyd’s and its approach to underwriting make it a suitable candidate to join Fairfax's expanding European and global operations.
  • Charles Taylor acquired a 50.1 percent stake in Almond One Limited and 100 percent of Almond Two Limited from The Standard Club for a total consideration of GBP6.3 million. With this, Charles Taylor can offer managing agency services to new syndicates at Lloyd's.
  • Willis Group Holdings Plc and Miller Insurance Services LLP which is a specialist insurance and reinsurance broker, operating internationally and at Lloyd's have announced a deal to form a joint venture. The combined entity will trade under the Miller brand and as a separate Lloyd's broker.

Africa is growing in importance for many global players, particularly Sub Saharan Africa, the markets are still in their infancy but growing quickly supported by a strong regulatory agenda. Recent deals include:

  • Abraaj Capital Holdings Limited, AfricInvest and Swedfund International AB entered into an agreement to sell their 37.3 percent collective stake in Kenya based UAP Holdings Ltd (“UAP”) to Old Mutual Holdings for a total consideration of approximately US$155.5 billion. This will increase its stake to 60.7 percent in the company.
  • The Hollard Insurance Company Ltd acquired 51 percent stake in Ghana based The Metropolitan Insurance Company (TMIC) for an undisclosed consideration. This will help Hollard with growth opportunities in Ghana.

The Middle East may also see increased activity in 2015, with RSA rumored to be considering the sale of its business in the region.

Americas

  • Consolidation amongst the tier two reinsurers has been, probably, the largest driver of global activity, certainly in terms of size of transactions. Market conditions with continued low interest rates and soft pricing exacerbate the need for scale and a strong distribution footprint.
  • As a result we have seen a number of large deals including Partner Re and Axis Capital which is US$11 billion merger, although a recent counter bid has been launched by Exor, owned by Italian Agnelli financial dynasty, demonstrating the increasing importance of alternative capital providers and buyers of insurance businesses. Another recent deal was announced between Endurance and Montpelier Re Holdings for US$1.83 billion in cash and stock.
  • Latin America continues to be relatively quiet from a deal perspective, although interest amongst the large global players remains strong. Barriers to further deal activity include the political environment, pricing and lack of opportunities.
  • The US market has tended to be amongst the strongest from an innovation perspective, in particular looking at technology solutions as a way to enhance the insurance value chain. This has led to transactions including, Majesco which is a provider of insurance technology and core system software solutions acquiring the business of Agile Technologies. With this acquisition Majesco can leverage the insurance technology expertise of Agile to strengthen its portfolio of insurance related software and services.
  • In another deal, Vanbridge LLC has agreed to acquire Alan Gray, Inc. and Universal Insurance Services Inc, two of the most innovative life insurance and financial advisory distribution firms in the US. With these acquisitions, Vanbridge can leverage the intellectual capital, technical capabilities and client relationships of the firms to innovate and develop creative (re)insurance solutions for its customers.
  • US companies are also eyeing the European region to expand. For example, AIG is strengthening its position in the European market by signing a deal to purchase Ireland’s Laya Healthcare.  Also, the Bermuda based life insurance holding company, Athene Holding Ltd (Athene) announced a deal to acquire Delta Lloyd Deutschland AG from Delta Lloyd Group. This acquisition will provide Athene access to the German market.

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