An indirect subsidiary of NWS Holdings Ltd. conditionally agreed to purchase the entire issued share capital of Hong Kong-based FTLife Insurance Co. Ltd., a unit of Tongchuangjiuding Investment Management Group Co. Ltd., for HK$21.5 billion (US$2.75 billion) in cash, subject to adjustments.

NWS Holdings is a publicly listed subsidiary of New World Development Co. Ltd., itself a unit of conglomerate Chow Tai Fook Enterprises Ltd., which had earlier been linked with a deal for FTLife. Tongchuangjiuding Investment Management Group is a unit of JD Capital Co. Ltd., which are both based in Beijing.

The boards of New World and NWS Holdings have approved the deal, which is subject to the approval of shareholders of NWS Holdings and Tongchuangjiuding, relevant regulatory approvals and satisfaction of other conditions precedent.

The transaction will be funded by a combination of internal resources and committed external financing from international banks available to NWS Holdings, requiring no funding support from New World. The management of NWS Holdings will regularly evaluate various options from time to time to manage its leverage within a reasonable level on a stand-alone basis.

Upon completion of the transaction, FTLife will become an indirect wholly owned subsidiary of NWS Holdings.

HSBC and Morgan Stanley have been appointed as joint financial advisers to NWS Holdings.