Swiss Re Agrees to Sell ReAssure to Phoenix Group

Swiss Re announced today an agreement to sell its subsidiary ReAssure Group plc to Phoenix Group Holdings plc. As part of the agreement, which values ReAssure at GBP 3.25 billion, Swiss Re will receive a cash payment of GBP 1.2 billion, shares in Phoenix representing a 13% to 17% stake and be entitled to a seat on its Board of Directors. ReAssure’s minority shareholder, MS&AD Insurance Group Holdings Inc, will receive shares in Phoenix representing an 11% to 15% stake. The respective number of shares Swiss Re and MS&AD receive will depend on Phoenix’s share price at closing of the sale, while the total shareholding of both companies is fixed at approximately 28%.

Source: Swiss Re | Published on December 6, 2019

Christian Mumenthaler, Swiss Re’s Group CEO, said: “We believe this transaction maximises long-term value for Swiss Re shareholders. Swiss Re’s goal has been to deconsolidate ReAssure, and we are pleased to have found a strong buyer for the business. The strategic rationale for the combination of the businesses is compelling, and we look forward to working together with Phoenix and to sharing the financial benefits of the combination.“

The transaction will reinforce Phoenix’s position as Europe’s largest life and pensions consolidator with GBP 329 billion of assets under administration and more than 14.1 million policies1, giving it an enhanced platform to pursue further growth opportunities.

Thierry Léger, CEO of Swiss Re’s Life Capital Business Unit, said: “The expertise of ReAssure’s team combined with that of Phoenix will create a very powerful closed book consolidator. At the same time, the sale will accelerate the transition of Life Capital towards a dynamically growing digital B2B2C business that leverages technology and data.“

As part of the transaction, Swiss Re will reacquire the 25% stake in ReAssure currently held by MS&AD. The consideration for this purchase will be Phoenix shares with value of up to GBP 1.0 billion at signing. This represents a GBP 0.1 billion premium to MS&AD’s cost base2 for its holding in ReAssure.

The financial impact of the transaction on Swiss Re will be subject to movements in Phoenix’s share price prior to closing of the sale. It is currently estimated that the transaction will result in a 12 percentage points increase in Swiss Re’s Group SST ratio and generate economic profit of USD 0.3 billion. An estimated US GAAP pre-tax charge of approximately USD 0.3 billion in the fourth quarter 2019 mainly reflects the higher consolidated book value of ReAssure, driven by historically low interest rates. The impact of the reacquisition of shares from MS&AD will be reflected in the Group’s shareholders' equity.

The transaction is expected to close in mid-2020, subject to approvals by Phoenix’s shareholders, regulators and anti-trust authorities. Swiss Re’s Board of Directors will assess the optimal use of the proceeds of the sale, taking into account the Group’s capital position as of the end of 2019, and will provide an update with the release of the full-year results.

In connection with the transaction, Swiss Re Ltd would expect to issue a guarantee in favour of the holders of the EUR 750 million 1.375% notes due 2023 of Swiss Re Finance Jersey (previously Swiss Re ReAssure Limited), which will remain a wholly owned subsidiary of Swiss Re.

1. Assets under administration and number of policies as at 30 June 2019 assume completion of the Part VII transfer of the L&G Group book and the Old Mutual Wealth Life Assurance Limited acquisition by ReAssure, which are expected prior to closing of the transaction.

2. Aggregate price paid by MS&AD for separate purchases of ReAssure shares and capital contributions to ReAssure, minus dividends received by MS&AD.