Intact Financial and Tryg’s £7.2 Billion Acquisition of RSA

Torys LLP provided insurance regulatory and related advice to Intact Financial Corporation.

On June 1, 2021, Intact Financial Corporation, together with Tryg A/S, completed the acquisition of RSA Insurance Group plc. (“RSA”), having received all required approvals.

Under the terms of the transaction, announced November 18, 2020, Intact and Tryg acquired all of the issued and outstanding share capital of RSA at a price of 685 pence per common share, representing a total consideration of approximately £7.2 billion (C$12.3 billion). Intact paid £3.0 billion (C$5.1 billion) of the total consideration payable and Tryg £4.2 billion (C$7.2 billion). In addition to the cash consideration, RSA shareholders were also entitled to a previously announced but unpaid interim dividend of 8 pence per share.

Upon closing, Intact retains RSA’s Canadian, UK and International entities, Tryg retains RSA’s Swedish and Norwegian businesses, and Intact and Tryg co-own RSA’s Danish business.

Intact financed a portion of its approximately £3.0 billion (C$5.2 billion) payment for the acquisition with the net proceeds from: a C$3.2 billion private placement of subscription receipts to Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board and Ontario Teachers’ Pension Plan Board; an underwritten C$1.25 billion private placement of subscription receipts to accredited investors in Canada and other exempt purchasers; and a C$600 million private placement of medium term notes.

As part of the acquisition, Intact also assumed the full amount of RSA’s outstanding issued debt and hybrid securities which total £0.8 billion (C$1.3 billion) and £0.4 billion (C$0.7 billion), respectively.

Tryg provided £4.2 billion (C$7.2 billion) for its purchase using proceeds of a fully underwritten rights issue launched before the acquisition’s closing.

RSA is a focused international insurance group, with strong positions in the large general insurance markets of the UK, Scandinavia and Canada, together with supporting international business in Ireland, Continental Europe and the Middle East.

Intact is the largest provider of property and casualty (P&C) insurance in Canada and a leading provider of specialty insurance in North America, with over C$11 billion in total annual premiums.

Tryg is one of the leading non-life insurance companies in the Nordic region with activities in Denmark, Norway and Sweden.

The Torys team consisted of Blair Keefe (Picture) and Eli Monas.

     

    Involved fees earner: Blair Keefe – Torys LLP; Eli Monas – Torys LLP;

    Law Firms: Torys LLP;

    Clients: Intact Financial Corp;

    Author: Martina Bellini