On 8 August 2014, Helvetia Holding AG (“Helvetia”) published a public purchase and exchange offer for all publicly held registered shares of Schweizerische National-Versicherungs-Gesellschaft AG (“Nationale Suisse”). All conditions of the offer have been fulfilled on today’s finalisation date. The responsible competition and insurance supervisory authorities, among others, have granted Helvetia the necessary approvals for the acquisition of a significant stake in Nationale Suisse. The Helvetia Group currently holds 96.29 per cent of the voting rights and the share capital of Nationale Suisse.
Today, on 20 October 2014, the offer will be finalised through the issue of new Helvetia shares to shareholders of Nationale Suisse who tendered their shares under the offer, as well as through the payment of the cash component. The cash compensation for fractions will be paid on 22 October 2014. 20 October 2014 will also be the first trading day for a total of 1,236,656 newly issued registered shares from Helvetia on the SIX Swiss Exchange.
To finance the cash component of the offer, Helvetia has already successfully placed a double-tranche hybrid bond totalling CHF 625 million. This will be followed at a later date by the refinancing of the bridging loan – depending on market conditions.
Start of the integration of the two companies
The preparatory work for the combination of the two companies has been underway for several weeks already. Following the finalisation of the offer, the companies can gradually go ahead with concrete integration steps. In the coming months, a strong new Swiss insurance group will be created under the brand name of Helvetia. This new group will generate a premium volume of some CHF 9 billion and have profit potential of more than CHF 500 million. The new group will combine the proven strengths of the two companies, thus creating ideal conditions for healthy development in the future. The basis for this will be its strong position in Switzerland, attractive European market units and its special focus on international “Specialty Lines”.
As already announced, the first step will be to adjust the composition of the top managing boards:
As of 20 October 2014, the Board of Directors of Helvetia Holding AG will be reinforced by Dr Andreas von Planta, Dr Balz Hösly, Dr Peter A Kaemmerer and Dr Gabriela Maria Payer. On 1 January 2015, Dr Hans Künzle, currently Chief Executive Officer of Nationale Suisse, will become second Vice President alongside Doris Russi Schurter.
From 1 January 2015, David Ribeaud, as Member of Executive Management of the Helvetia Group, will press ahead with the Group’s further development in International Markets and Specialty Lines. David Ribeaud joined the Executive Management of Nationale Suisse on 1 January 2012, heading the Executive Management division Customer Service and Non-Life Switzerland. Since 1 May 2013, he has been responsible for the Executive Management division Specialty Lines and Foreign Countries.
Helvetia will now press ahead swiftly and prudently with the integration of the businesses, which is scheduled to be fully completed by the end of 2017. The aim is also to achieve full control over Nationale Suisse followed by its subsequent delisting.
Stefan Loacker, Chief Executive Officer of the Helvetia Group, is pleased about the birth of the new alliance: “Nationale Suisse and Helvetia are ideally suited. Their business models and corporate cultures form a perfect match in many ways. This is an excellent basis that will facilitate the combination of the two companies. We are very pleased that we can now start work on the integration.”
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