Press release. Helvetia and Nationale Suisse to form a new Swiss insurance group

Transcription

1 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDI- RECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANA- DA OR JAPAN Press release St. Gallen/Basel, 7 July 2014 Helvetia and Nationale Suisse to form a new Swiss insurance group Helvetia and Nationale Suisse have agreed to come together to create a new Swiss insurance group. To this end, Helvetia is offering the shareholders of Nationale Suisse a public tender offer valued at CHF 80 per Nationale Suisse share. The Board of Directors of Nationale Suisse welcomes the Helvetia offer and recommends that the Nationale Suisse shareholders accept it. The combination of the two companies will mark the creation of a strong Swiss insurance group with outstanding prospects. The combination of Helvetia and Nationale Suisse will mark the creation of a strong Swiss insurance group that will have a leading position in the domestic market, attractive positions in selected European markets and international growth potential with the Specialty Lines division. To this end, Helvetia Holding AG (Helvetia) is submitting a public tender offer to the shareholders of Nationale Suisse. Erich Walser, Chairman of the Board of Directors of the Helvetia Group commented: «Helvetia and Nationale Suisse will be forming a unique insurance group with strong foundations and good prospects for success. By joining forces, we are providing both shareholders and customers alike with a significant upside potential. For the employees, a healthy company with a strong domestic market and international orientation is an attractive employer. Strong capitalisation and stable shareholders base will afford the company the security to consistently and successfully pursue its strategy.» Dr. Andreas von Planta, Chairman of the Board of Directors of Nationale Suisse, added: «Helvetia is the ideal partner for Nationale Suisse both in Switzerland and abroad. The Board of Directors of Nationale Suisse therefore recommends that its shareholders accept Helvetia's offer. Both Helvetia and Nationale Suisse are able to look back on a long and successful company history, a similar corporate

2 culture and a local presence in Basel. Together with Helvetia we will be able to continue our successful strategy.» The transaction is planned to conclude in the second half of 2014, subject to the approval of the shareholders of Helvetia Holding AG, those of National- Versicherungs-Gesellschaft AG and the appropriate competition and regulatory authorities. Helvetia today published the pre-announcement of the public tender offer and intends to publish the offer prospectus around 8 August Convincing structure of the new insurance group based on three strong pillars The insurance group resulting from the combination of Helvetia and Nationale Suisse will generate a premium volume of around CHF 9 billion and have a profit potential of more than CHF 500 million. Thanks to its strong position in Switzerland, attractive European market units and the special focus on international «Specialty Lines», the new group combines the proven strengths of both companies, creating ideal conditions for healthy development. The new company will operate under the Helvetia brand name. Strong Swiss domestic market The combination will reinforce Helvetia as Switzerland's top-3 insurer, allowing it to become one of the country's leading multi-line insurers. With a premium volume of over CHF 5 billion, the domestic market will remain the main pillar of the combined group. The good balance between life and non-life business, coupled with multi-channel customer access as well as a nationwide sales force, unique partnerships with banks and the direct insurer smile.direct, offer ideal conditions for successful development. The head office of the newly formed Helvetia Group and the management of the non-life insurance will remain in St.Gallen, whereas Basel has been confirmed as the head office of Helvetia Switzerland and will be further strengthened. The offices in Basel are to become the regional non-life hub from where the Nationale Suisse lines Accident/Health, European Travel Insurance and Credit Life will be further developed. The plan is to quickly implement a joint product and service portfolio. Attractive European insurance markets The new group will also have attractive prospects in Europe. In the past, Helvetia and Nationale Suisse both operated in Europe's largest insurance markets (Germany, Italy and Spain), and will now be able to pool their resources. In Austria, Helvetia is in the process of becoming one of the country's top-10 insurance providers following the recently announced takeover of Baloise Austria. In Belgium the strategic review initiated by Nationale Suisse has yet to be completed and will be put in concrete terms over the coming months. Overall, the European business will account for a premium volume around CHF 3 billion, making it the second strong pillar of the expanded Helvetia Group.

3 Specialty Lines as specific growth area The Specialty Lines division will pool the Marine/Transport, Engineering, Art and Active Reinsurance of Helvetia and Nationale Suisse. This also includes Helvetia France, the number two in the French transport insurance market. Helvetia will continue the success story of the two companies in these business areas - on an enlarged basis with a premium volume of just under CHF 1 billion and at the same time a higher underwriting capacity. Sales cooperation will take place in the local country units in Switzerland and in Europe, and also includes the locations of Nationale Suisse in Liechtenstein, Turkey, Asia and Latin America. Increased value by joining forces Thanks to the higher premium volume, the combination of Helvetia and Nationale Suisse brings the possibility of considerable economies of scale and synergies. In the medium term, the combination is expected to generate additional growth opportunities, an improved risk profile and annual cost savings in the region of CHF 100 to 120 million. The combined entity will have a total headcount of around 7,000 employees. Helvetia attaches great importance to ensuring that the exploitation of potential synergies and the preservation of social capital remain evenly balanced. Taking into account the natural attrition rate of around 5 to 10 per cent per annum, a considerable part of the personnel-related efficiency gains in the coming two to three years can be achieved by not replacing staff. If structural redundancies should lead to further staff reductions, these situations will be dealt with in a fair and socially acceptable way. In addition, it is planned that significant savings can be achieved in terms of operating costs, because many of the currently redundant costs (e.g. for IT, marketing, logistics) can be significantly reduced in future. Joint management boards The senior management of the enlarged Helvetia Group will include representatives from both companies in order to be able to ensure the successful development of the new company in the best possible way. The Board of Directors is to be strengthend by the appointment of Dr. Hans Künzle, currently Chief Executive Officer of Nationale Suisse, as the second Vice Chairman, along with Mrs Doris Russi Schurter. In addition, Dr. Andreas von Planta, Dr. Balz Hösly, Dr. Peter A. Kaemmerer and Dr. Gabriela Maria Payer will also be proposed to the Shareholders' Meeting for election to the Board of Directors 1. Erich Walser will remain Chairman of the Board. Stefan Loacker will continue to serve as CEO for the expanded Helvetia Group. The Executive Management will be joined by David Ribeaud, who will serve as Head of Specialty Lines in future. The other positions will also remain unchanged. In future, the key positions in the management teams of the Switzerland, Europe, and Specialty Lines divisions, as well as the group functions, will be held by ex- 1 This is subject to the conclusion of the transaction and confirmation by the Shareholders' Meeting.

4 ecutives from both companies. The Executive Management of Helvetia Switzerland will include Ralph A. Jeitziner as Head of Distribution and Dr. Armin Suter as Head of IT. Attractive offer structure, secure acquisition financing and strong balance sheet To facilitate the combination, Helvetia Holding AG (Helvetia) is submitting a public tender offer to the shareholders of Nationale Suisse for all publicly held shares of Schweizerische National-Versicherungs-Gesellschaft AG (Nationale Suisse) with the exception of the 18.7 per cent stake already held by Helvetia and Patria Co-operative. The quoted price of CHF 80 per Nationale Suisse share implies a premium of 26 per cent in relation to the closing price of the Nationale Suisse share on 4 July 2014 and comprises a cash component of CHF 52 (65 per cent) and an equity component of newly issued Helvetia shares (CHF 28; 35 per cent). Thanks to the equity component, the shareholders of Nationale Suisse will also be able to benefit from the increase in value of the new insurance group. The offer's 65-per-cent cash component in the amount of CHF 931 million is secured by means of a guaranteed bridge loan, which will be refinanced on the capital markets by means of senior and hybrid bonds upon completion of the transaction. The offer's 35-per-cent equity component in the amount of CHF 501 million is to be provided in the form of new Helvetia shares, the issuance of which the shareholders shall vote on, prior to the expiry of the offer period at an extraordinary Shareholders Meeting of Helvetia. The strong key shareholders of the Helvetia Group comprising the Patria Co-operative (30.1 per cent), Raiffeisen Switzerland (4.0 per cent) and Vontobel (4.0 per cent) intend to support Helvetia's offer for Nationale Suisse and the planned capital increase. The parties of this shareholders' pool also intend to offset the dilution of their stake in Helvetia as a consequence of the public tender offer in accordance with the pool contract by means of market acquisitions. The expanded Helvetia Group will continue to retain its excellent capital ratios following completion of the transaction: Helvetia anticipates that the new company will have a healthy balance sheet with a solvency I of over 200 per cent and a strong SST (Swiss Solvency Test) ratio in the region of 150 to 200 per cent and expects as before to qualify for a Standard & Poor's rating in the «A» range 2. The potential for future dividends will be improved by the acquisition. Helvetia expects the normalised earnings per share 3 to increase, starting from as early as the first year after conclusion of the transaction. Preliminary schedule 7 July 2014: Pre-announcement of the public tender offer 8 August 2014: Publication of the offer prospectus 2 Internal pro forma analysis. Confirmation has yet to be received from the rating agency. 3 Without IFRS amortisation of intangibles and restructuring costs.

5 25 August 19 September 2014: Offer period 4 26 September 10 October 2014: Additional acceptance period 20 October 2014: Completion Invitation to the press conference Invitation to the analysts' conference A joint press conference by Helvetia and Nationale Suisse including a conference call in German will be held today, Monday, 7 July 2014, at a.m. The press conference will take place at SIX Group Services AG, ConventionPoint, Selnaustrasse 30, 8021 Zürich. Members of the press can dial in from 9.45 a.m. by calling +41 (0) A joint analysts' conference by Helvetia and Nationale Suisse including a conference call in English will be held at noon at the same place. Analysts can dial in from a.m. by calling +41 (0) (Europe), +44 (0) (UK). A repeat of both conferences will be available online at from about 4.00 p.m. The advance notice of the public purchase and exchange offer and the slides for the press and analysts' conference can be downloaded immediately online at This press release is also available on the home page For further information please contact: Analysts Helvetia Group Susanne Tengler Director Investor Relations Dufourstrasse 40 CH-9001 St. Gallen Phone: Fax: susanne.tengler@helvetia.ch Media Helvetia Group Martin Nellen Head Corporate Communications and Brand Management Dufourstrasse 40 CH-9001 St. Gallen Phone: Fax: martin.nellen@helvetia.ch About the Helvetia Group Over the past 150 years, the Helvetia Group has developed out of various Swiss and foreign insurance companies into a successful insurance group with a presence throughout Europe. Helvetia now has branches in Switzerland, Germany, Austria, Spain, Italy and France. It also conducts some of its investment and financing operations via subsidiary and fund companies in Luxembourg and Jersey. The Group s head office is located in the Swiss town of St. Gallen. 4 Helvetia reserves the right to extend the offer period once or serveral times and/or to postpone the conclusion of the offer in accordance with the applicable provisions. The subsequent dates would change accordingly.

6 Helvetia offers life policies, insurance against loss and reinsurance. With around 5,200 employees, it provides services for more than 2.7 million customers. In the 2013 financial year, Helvetia generated net income of CHF million on a business volume of CHF 7.5 billion. The registered shares of Helvetia Holding are traded on the SIX Swiss Exchange under the code HELN. About Nationale Suisse Nationale Suisse is an innovative, internationally active Swiss insurance group with around 1,900 employees, offering attractive risk and pension solutions in the area of non-life and life as well as customised special insurance solutions. In 2013, the consolidated gross premiums totalled CHF 1.5 billion. The group comprises the parent company and some 20 subsidiaries and branches that offer focused product lines in the Swiss, Italian, Spanish, German, Belgian, Liechtenstein, Turkish, Asian and Latin American insurance markets. The head office of Schweizerische National-Versicherungs-Gesellschaft AG is in Basel. The company's share is listed on the SIX Swiss Exchange AG (NATN). Cautionary note This document was prepared by Helvetia Group and may not be copied, altered, offered, sold or otherwise distributed to any other person by any recipient without the consent of Helvetia Group. Although all reasonable effort has been made to ensure that the facts stated herein are correct and the opinions contained herein are fair and reasonable, where any information and statistics are quoted from any external source such information or statistics should not be interpreted as having been adopted or endorsed as accurate by Helvetia Group. Neither Helvetia Group nor any of its directors, officers, employees and advisors nor any other person shall have any liability whatsoever for loss howsoever arising, directly or indirectly, from any use of this information. The facts and information contained in this document are as up to date as is reasonably possible but may be subject to revision in the future. Neither Helvetia Group nor any of its directors, officers, employees or advisors nor any other person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this document. This document may contain projections or other forward-looking statements related to Helvetia Group which by their very nature involve inherent risks and uncertainties, both general and specific, and there is a risk that predictions, forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include: (1) changes in general economic conditions, in particular in the markets in which we operate; (2) the performance of financial markets; (3) changes in interest rates; (4) changes in currency exchange rates; (5) changes in laws and regulations, including accounting policies or practices; (6) risks associated with implementing our business strategies; (7) the frequency, magnitude and general development of insured events; (8) mortality and morbidity rates; (9) policy renewal and lapse rates as well as (10), the realisation of economies of scale as well as synergies. We caution you that the foregoing list of important factors is not exhaustive; when evaluating forward-looking statements, you should carefully consider the foregoing factors and other uncertainties. All forward-looking statements are based on information available to Helvetia Group on the date of its publication and Helvetia Group assumes no obligation to update such statements unless otherwise required by applicable law. Important note This communication is exclusively for information purposes in connection with the public purchase and exchange offer of the Helvetia Group for the shares of Schweizerische National- Versicherungs-Gesellschaft AG (Nationale Suisse). This document constitutes neither an offer nor a solicitation to exchange, buy or subscribe any securities, nor an issue prospectus in the sense of Article 652 a or 1156 of the Swiss Code of Obligations or a listing prospectus pursuant to the listing rules of SIX Swiss Exchange AG. Decisions regarding the sale, purchase or

7 subscription of securities of Helvetia or Nationale Suisse should be made exclusively on the basis of the official offer prospectus and listing prospectus published by Helvetia. This document is also available in English, French and Italian. The German version is binding. Offer restrictions General The public offer is made neither directly or indirectly in any country or jurisdiction in which such an offer would be unlawful or in which it would otherwise violate applicable law or applicable regulations, or which would require Helvetia to make any changes to the terms or conditions of the offer, an additional application or take additional actions with respect to any government, regulatory or legal authorities. There are no plans to extend the offer to any such countries or jurisdictions. Documents relating to the offer may not be distributed in or be sent to such countries or jurisdictions. Such documents may not be used for the purpose of soliciting the purchase of securities of Nationale Suisse by legal entities or natural persons residing or incorporated in such countries or jurisdictions. United States The public tender offer described in this press release will not be made directly or indirectly by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America (hereinafter the «U.S.» meaning the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia) and may only be accepted outside the U.S. This includes, but is not limited to, facsimile transmission, telex or telephones. This press release and any other offering materials with respect to the public tender offer described in this press release must not be distributed in nor sent to the U.S. and must not be used for the purpose of soliciting the sale or purchase of any securities of Nationale Suisse, from anyone in the U.S. Helvetia is not soliciting the tender or exchange of securities of Nationale Suisse by any holder of such securities in the U.S. Securities of Nationale Suisse will not be accepted from holders of such securities in the U.S. Any purported acceptance of the offer that Helvetia or its agents believe has been made in or from the U.S. will be invalidated. Helvetia reserves the absolute right to reject any and all acceptances determined by them not to be in the proper form or the acceptance of which may be unlawful. The securities to be issued pursuant to the public exchange offer described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the «U.S. Securities Act»), nor under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the U.S., except pursuant to an exemption from the registration requirements of the U.S. Securities Act and the applicable state securities laws. Neither this press release nor the public tender offer described in this press release does constitute an offer to sell or the solicitation of an offer to buy any securities in the U.S. or in any other jurisdiction in which such an offer or solicitation would be unlawful. Securities may not be offered or sold in the U.S. absent registration or an exemption from registration. Helvetia will not register or make a public offer of its securities, or otherwise conduct the public exchange offer, in the U.S. United Kingdom This communication is directed only at persons in the U.K. who (i) have professional experience in matters relating to investments, (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc») of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as «relevant persons»). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.