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Sompo Holdings to acquire Endurance Specialty in US$6.3B deal

Tokyo-based Sompo Holdings Inc. agreed to 100% of Bermuda-based for approximately US$6.30 billion.

The aggregate purchase price of approximately ¥639.4 billionincludes ¥1.9 billion in advisory fees.

Sompo Holdings said Oct. 5 that it will pay US$93 perEndurance share, which represents a price-to-book ratio of 1.36x Endurance'sbook value per ordinary share of US$68.20 as of the end of June.

The deal, which is the largest acquisition to date by thegroup, will be financed by cash on hand.

Sompo Holdings plans to integrate Endurance's business withits overseas insurance business in developed countries. Following theacquisition, income from the group's overseas business, which is currently at12% of the total group income, will account for 27%. The group's consolidatedprofit would increase to ¥195.8 billion from ¥164.3 billion.

The acquisition will be implemented by Sompo Holdings unitSompo Japan Nipponkoa InsuranceInc. establishing a special purpose vehicle in Bermuda, which willthen merge into Endurance, with Endurance as the surviving company.

The acquisition is subject to approval of Endurance'sshareholders. The acquisition is expected to be completed by the end of thefourth quarter of Sompo's fiscal year ending March 31, 2017.

Citi served as financial adviser to Sompo, and Shearman& Sterling LLP provided external legal counsel. Morgan Stanley advisedEndurance, and Skadden Arps Slate Meagher & Flom LLP provided externallegal counsel.

As of Oct. 4, US$1 wasequivalent to ¥102.84.