In a major transaction, ACE Limited has agreed to acquire The Chubb Corp. for $28.3 billion in cash and stock.
The two firms said the combined company will have complementary businesses, skills and distribution and greater growth and earnings than the two companies separately.
The balance sheet’s size and strength will elevate the combined company into the elite group of global P/C insurers. As of December 31, 2014, on an aggregate basis, the combined company had total shareholders’ equity of nearly $46 billion and cash, investments and other assets of $150 billion.
The combined company will use the Chubb name.
The boards of directors of both companies have approved the deal.
Under the terms of the transaction, Chubb shareholders will receive $62.93 per share in cash and 0.6019 shares of ACE stock. Based on the closing price of ACE stock on June 30, 2015, the total value is approximately $124.13 per Chubb share, or $28.3 billion in the aggregate. This is the equivalent of $125.87 per Chubb share using ACE’s 20-day volume weighted average share price for the period ending June 30, 2015.
Upon closing of the transaction, ACE shareholders will own 70 percent of the combined company, and Chubb shareholders will own 30 percent. The consideration represents an approximately 30 premium premium to Chubb’s closing price of $95.14 on June 30, 2015.
Together, ACE and Chubb believe they will create a global leader in commercial and personal property/casualty insurance, with a product mix with reduced exposure to the P/C industry pricing cycle.
They also said the combination will create efficiencies that will allow for investment in people, technology, products and distribution.
“We are thrilled to announce the acquisition of Chubb, a venerable company with a great brand,” said Evan G. Greenberg, chairman and CEO of ACE Limited. “This transaction advances our strategy in a meaningful way and represents an outstanding opportunity to create significant value over a reasonable period of time for both ACE and Chubb shareholders. We are combining two great underwriting companies that are highly complementary. We will make each other better and create a unique company in a class of its own that has greater growth and earning power than the sum of the two companies separately.”
Greenberg said on a conference call today that ACE approached Chubb “only a few weeks ago” and that the “deal came together rapidly.”
John D. Finnegan, chairman, president and CEO of Chubb, called the deal a “compelling transaction” for all Chubb and ACE stakeholders. “The combination brings together two highly respected and successful companies with complementary capabilities, assets and geographic footprints,” he said.
Greenberg will be chairman and CEO of the combined company. Finnegan has agreed to serve as executive vice chairman for External Affairs of North America and will assist with integration. The company’s board will be expanded from 14 directors to 18 directors with the addition of four independent directors from Chubb’s current board.
Chubb will continue to operate under its name while the combined company transitions to operate under the Chubb name globally. The combined company will remain a Swiss company with principal offices in Zurich.
The announcement said Chubb’s headquarters in Warren, New Jersey, will house a “substantial portion” of the headquarters function for the combined company’s North American Division and ACE will “continue to maintain a significant presence” in Philadelphia, home to its North American division.
In the United States commercial lines business, ACE serves industrial commercial, multinational and upper middle market companies with distribution substantially through a major brokerage presence. Chubb is primarily a middle-market commercial, specialty and surety insurer with a broad product portfolio and a major agency presence.
In personal insurance, Chubb is a leading provider of personal lines coverage to high net worth customers in the U.S. while ACE has been increasingly focused on these customers as well.
Outside the U.S., ACE is a commercial insurer with a presence in 54 countries. Chubb’s has operations in 25 countries. ACE has a leading market position in global accident and health (A&H) and both companies offer complementary personal lines offerings in Canada, Europe, Asia and Latin America.
Both companies offer professional lines globally, with ACE targeting upper and upper middle market and Chubb specializing in the middle and upper middle market.
“We will be well balanced with greater presence and capabilities in product areas that have less exposure to the commercial P&C cycle,” said Greenberg. “We have complementary product strengths – where one of us is not present, the other is. Where one of us is strong, the other is even stronger. Where there is overlap in product, generally one of us is more present at the large end of the corporate market while the other is serving the smaller or mid-market segment.”
Greenberg said the data and insight the two will gain from their respective skills and experience will allow them to do more. For example, he said, Chubb will enhance ACE’s ability to serve the upper middle market, while ACE will provide more products to serve Chubb’s middle market clients,. Their combined strengths will enable them to pursue the small and micro markets globally.
It is expected that the transaction will be immediately accretive to earnings per share and book value, and by year three, the transaction will be accretive to EPS on a double-digit basis and will be accretive to ROE. It is anticipated that the ROI will exceed ACE’s cost of capital within two years, result in a double- digit return by year three, and tangible book value per share will return to its current level in three years.
ACE said it intends to finance the cash portion of the transaction through a combination of $9 billion of ACE and Chubb excess cash plus $5.3 billion of senior notes with a range of maturities to be determined. ACE intends to target a debt-to-total capital ratio of approximately 20% following the acquisition, within the guidelines for the company’s ratings.
By the third year after closing, the company expects to realize annual expense savings of approximately $650 million pre-tax where both companies overlap. The company also expects to achieve meaningful growth that will result in substantial additional revenue.
The transaction is expected to close during the first quarter of 2016, subject to approval by ACE and Chubb shareholders and all regulatory approvals.
Source: ACE and Chubb