British insurer RSA agrees to $9.6B takeover by overseas rivals

(Reuters) — British insurance group RSA is backing a £7.2 billion pound ($9.55 billion) cash offer from Canada's Intact Financial and Denmark's Tryg in one of Europe's biggest financial takeover bids this year.

Insurers have become an attractive proposition since the coronavirus crisis despite reputational damage from disputes over business interruption claims, industry sources say. Home-working has led to fewer claims on home and motor insurance while commercial insurance rates have risen sharply.

RSA's directors backed the Intact-Tryg bid unanimously and recommended shareholders vote in favor of the consortium's offer, the company said Wednesday, having first flagged the approach early this month.

Best known in Britain for its More Than brand, RSA provides home, motor and commercial insurance and also has large operations in Canada, Ireland and Scandinavia.

RSA CEO Stephen Hester told reporters he planned to step down after the deal's completion, adding that he expects a small number of job losses at the group's U.K. headquarters and in Canada and Scandinavia as those businesses are integrated.

The deal “represents an excellent outcome for all of our constituencies,” Mr. Hester said.

The former NatWest boss, who has shored up RSA's balance sheet with a £773 million rights issue and scaled back underperforming operations since joining in 2014, said he expects the deal to be completed in the second quarter of 2021 but has no plans for the future as yet.

The proposed takeover would result in the breakup of the British group. Intact would gain RSA's Canada, U.K. and international operations, while Tryg would take the Sweden and Norway businesses. The pair would co-own RSA's Danish unit.

UK investment

Tryg would pay £4.2 billion, while Intact would contribute £3 billion, with the overall offer representing a 51% premium to RSA's Nov. 4 closing share price of 460 pence.

Intact CEO Charles Brindamour told reporters his company would invest in RSA's U.K. operations and that job losses in the U.K. and Canada would be capped at 2%.

His Tryg counterpart Morten Hubbe also told reporters job losses in Scandinavia would be relatively low, describing RSA's businesses there as “high quality.”

KBW analysts called the deal “transformational” for Tryg.

Activist investor Cevian Capital, RSA's largest shareholder with a 14.9% stake, said it fully supports the takeover.

Industry sources said RSA had been seeking a buyer since a £5.6 billion bid from Zurich Insurance collapsed in 2015. Any buyer of the U.K. business also needed to win over the trustees of its U.K. pension schemes, they said.

Intact will put extra cash into those schemes, RSA's statement said.

The appetite for insurance deals has been growing. In August motor insurer Hastings agreed to be bought by Finland's Sampo and South Africa's Rand Merchant Investment.

RSA shares rose 4.1% by 12:57 GMT, though Tryg fell by 3.9%.

Morgan Stanley advised Tryg, and Barclays advised Intact. Goldman Sachs, Robey Warshaw and BofA Securities advised RSA.