Zurich announces it does not intend to make an offer for RSA

Zurich (Sept. 21, 2015) – Zurich Insurance Group (Zurich) announced it was evaluating a potential offer for RSA Insurance Group plc (RSA). Zurich today announces that discussions with RSA have now been terminated, and that Zurich does not intend to make an offer to acquire the entire issued and to-be-issued ordinary share capital of RSA.

This announcement is made in accordance with Rule 2.8 of the Code. As a result of this announcement, Zurich will, except with the consent of the UK Panel on Takeovers and Mergers, be bound by the restrictions contained in Rule 2.8 of the Code.

Zurich today is separately issuing a preliminary trading update in respect of the third quarter 2015.

Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

This is an announcement falling under rule 2.8 of the UK city code on takeovers and mergers (The Code).

About Zurich

Zurich Insurance Group (Zurich) is a leading multi-line insurer that serves its customers in global and local markets. With more than 55,000 employees, it provides a wide range of general insurance and life insurance products and services. Zurich’s customers include individuals, small businesses, and mid-sized and large companies, including multinational corporations, in more than 170 countries. The Group is headquartered in Zurich, Switzerland, where it was founded in 1872. The holding company, Zurich Insurance Group Ltd (ZURN), is listed on the SIX Swiss Exchange and has a level I American Depositary Receipt (ZURVY) program, which is traded over-the-counter on OTCQX. Further information about Zurich is available at www.zurich.com.

Zurich Insurance Company Ltd is licensed as a Canadian branch (Zurich Canada). In Canada, Zurich is focused on developing solutions for medium and large corporations, Canadian-based multinationals, and customers in the technology, transportation, public sector, real estate, construction, manufacturing and management industries. For more information about the products and services it offers, visit www.zurichcanada.com.

The Zurich logo and Zurich are trademarks of Zurich Insurance Company Ltd.

Source: Zurich North America


Background

Not for release, publication or distribution, directly or indirectly (in whole or in part) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This announcement is not an announcement of a firm intention to make an offer under rule 2.7 of the city code on takeovers and mergers (The Code) and there can be no certainty that an offer will be made.

Update regarding Possible Offer for RSA Insurance Group plc (“RSA” or the “Company”)

Zurich (Aug. 25, 2015) – The Board of RSA (the “Board”) announces that it has received a revised proposal from Zurich Insurance Group (“Zurich”) regarding a possible all cash offer for the Company at 550 pence per ordinary RSA share (the “Possible Offer”). In addition, under the terms of the proposal, RSA ordinary shareholders retain the right to receive the 3.5 pence interim dividend announced by RSA on 6 August 2015. The Possible Offer is conditional on, amongst other things, due diligence and the recommendation of the Board.

The Board has indicated to Zurich that it would be willing to recommend an offer at the level of the Possible Offer to RSA shareholders subject to the satisfactory resolution of the other terms of the offer. Accordingly, the Board is in discussions with Zurich in relation to these terms.

As required by Rule 2.6(a) of the Code, Zurich is required, by not later than 5.00 p.m. on 25 August 2015, to either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer. With the consent of the Takeover Panel, RSA has agreed to an extension of the relevant deadline under Rule 2.6(c) of the Code until 5.00pm on 22 September 2015 to enable the parties to conclude their ongoing discussions. This deadline may be extended further with the consent of the Takeover Panel, at RSA’s request, in accordance with Rule 2.6(c) of the Code.

Zurich has reserved the right to make an offer for RSA at any time, with a value less than 550 pence per ordinary RSA share (less any dividends declared, made or paid, other than the 3.5 pence interim dividend announced by RSA on 6 August 2015):

  • with the agreement or recommendation of the RSA board;
  • if a third party announces a firm intention to make an offer for RSA pursuant to Rule 2.7 of the Code, which, at the date Zurich announces a firm intention to make an offer for RSA, is valued at a lower price than the equivalent of 550 pence per ordinary RSA share (less any dividends declared, made or paid, other than the 3.5 pence interim dividend announced by RSA on 6 August 2015); or
  • following the announcement by RSA of a whitewash transaction pursuant to the Code.

There can be no certainty that any firm offer will be made. This statement is being made by RSA with the consent of Zurich.