Nationale Suisse becomes part of the Helvetia Group
The merger of Helvetia and Nationale Suisse announced on 7 July 2014 will be finalised today, on 20 October 2014. Helvetia holds 96.29 per cent of the shares in Nationale Suisse. The combination of the two companies will create a strong new Swiss insurance group.
On 7 July 2014, Helvetia and Nationale Suisse announced their intention of merging to form a new insurance group. 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”). This offer has always been supported by Nationale Suisse. The Board of Directors of Nationale Suisse recommended its shareholders to accept Helvetia’s offer. All conditions of the offer have been fulfilled on today’s finalisation date. This includes the relevant competition and insurance supervisory authorities having 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.
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.
In an initial step following the completion of the takeover, the Board of Directors of Nationale Suisse was appointed: Erich Walser, Stefan Loacker and Dr. Philipp Gmür completed the Board, with existing members Dr. Andreas von Planta and Dr. Balz Hösly staying on it. All remaining members of the Board of Directors of Nationale Suisse are stepping down. Erich Walser, Stefan Loacker, Dr. Philipp Gmür and Dr. Balz Hösly have been appointed to the Nomination & Compensation Committee, where they will join Dr. Andreas von Planta who remains on the Committee.
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 date for the intended delisting of Nationale Suisse has not yet been set.
Nationale Suisse is an innovative and international Swiss insurance group providing attractive risk and pension solutions in the non-life and life segments, as well as customized speciality lines products. Nationale Suisse has been part of the Helvetia Group since October 2014. The plan is to integrate Nationale Suisse fully into Helvetia. The consolidated gross premiums of Nationale Suisse came to CHF 1.5 billion in 2013. The head office of Swiss National Insurance Company Ltd is in Basel. The company's stock is listed on SIX Swiss Exchange (NATN). The stock will be delisted as part of the integration of Nationale Suisse into the Helvetia Group. On 30 June 2014, the Nationale Suisse Group employed 1,903 staff (full-time equivalents).
Disclaimer and exclusion of liability
The purpose of this press release is to inform the public about certain events or developments arising from the company's business. The information published in this article is not an advertisement, offer or recommendation to engage in transactions involving securities or other products of Nationale Suisse or any other type of transaction. This press release may contain certain forward-looking statements. Even if these forward-looking statements reflect the opinion and expectations of Nationale Suisse, a number of risks, uncertainties and other important factors may lead to actual developments and results differing strongly from the expectations of Nationale Suisse. It is pointed out expressly that the statements and projections contained in this press release are selective in nature. Nationale Suisse provides no guarantee, either explicitly or implicitly, regarding the accuracy and completeness of the statements and forecasts published in this press release. Neither Nationale Suisse nor its executive bodies or senior managers accept any liability for any damage or losses arising directly or indirectly from the use of this press release. Unless otherwise provided by applicable binding law Nationale Suisse is under no obligation to update or amend the statements contained in this press release, be it in response to new information, future events or any other reasons.
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