Phoenix Group Holdings PLC’s £3.2 Billion Acquisition Of ReAssure Group PLC

Allen & Overy advised MS&AD Insurance Group Holdings, Inc. in relation to the acquisition by Phoenix Group Holdings PLC of 100% of the share capital of ReAssure Group PLC.

MS&AD currently owns 25% of the share capital of ReAssure and the remaining 75% is owned by Swiss Re Finance MidCo (Jersey) Limited (a wholly-owned subsidiary of Swiss Re Limited) (Swiss Re). The total consideration to be paid by Phoenix for its acquisition of ReAssure is £3.2 billion and the combined group of Phoenix and ReAssure is expected to be the largest life and pensions consolidator in Europe. The consideration will be satisfied through a mixture of cash and shares to be issued to Swiss Re and, following such issuance, shares in Phoenix with a market value equal to £1.045 billion will be immediately transferred from Swiss Re to MS&AD.

MS&AD Insurance Group Holdings (TYO: 8725) is a Japanese insurance company. Its businesses include Mitsui Sumitomo Insurance and Aioi Nissay Dowa Insurance

The A&O team was led in Tokyo by partners Tokutaka Ito (Picture) and Nick Wall, supported by associate Tom Betts and in London by partner Dominic Morris and associate Simon Thompson. Partners Philip Jarvis and Kate McInerney advised on UK insurance-sector regulatory aspects and partner Nick Bradbury is advising on the regulatory filing to the FCA and PRA in the UK. Partner Richard Hough provided UK Takeover Code advice and Antitrust aspects were led by partner Philip Mansfield. Partner Jan Schroeder advised on German insurance regulatory issues.

Involved fees earner: Tom Betts – Allen & Overy; Nick Bradbury – Allen & Overy; Richard Hough – Allen & Overy; Tokutaka Ito – Allen & Overy; Philip Jarvis – Allen & Overy; Philip Mansfield – Allen & Overy; Kate McInerney – Allen & Overy; Dominic Morris – Allen & Overy; Jan Schröder – Allen & Overy; Simon Thompson – Allen & Overy; Nick Wall – Allen & Overy;

Law Firms: Allen & Overy;

Clients: MS&AD Insurance Group;

Author: Michael Patrini