Intact Financial Corporation, together with Tryg, to acquire international P&C insurer RSA Insurance Group Plc.

November 18, 2020

Torys is providing insurance regulatory and related advice to Intact Financial Corporation with a team that includes Blair Keefe and Eli Monas.

On November 18, 2020, Intact Financial Corporation (“Intact”) announced that, together with Tryg A/S (“Tryg”), it has reached an agreement with RSA Insurance Group Plc. ("RSA") on the terms of a recommended all-cash acquisition for the entire issued and to be issued share capital of RSA at a price of 685 pence per common share, representing a total consideration of approximately £7.2 billion (C$12.3 billion). Intact will pay £3.0 billion (C$5.1 billion) of the total consideration payable and Tryg will pay £4.2 billion (C$7.2 billion). In addition to the cash consideration payable, RSA shareholders will also be entitled to the previously announced but unpaid interim dividend of 8 pence per share.

Pursuant to the transaction, Intact will retain RSA's Canadian, UK and International entities, Tryg will retain RSA's Swedish and Norwegian businesses, and Intact and Tryg will co-own RSA's Danish business.

Intact intends to finance the C$5.1 billion acquisition and C$0.7 billion of additional related transaction costs with:

1. C$4.45 billion of private placement subscription receipts as previously announced on November 12, 2020;
2. C$0.6 billion bank term loan facility entered into on announcement; and
3. a bond bridge facility that Intact intends to refinance with C$0.8 billion of medium term notes and preferred share issuances.

As part of the acquisition, Intact also intends to assume the full amount of RSA's outstanding issued debt and hybrid securities which total £0.8 billion (C$1.3 billion) and £0.4 billion (C$0.7 billion), respectively.

Tryg intends to provide £4.2 billion (C$7.2 billion) for its purchase using proceeds of a fully underwritten rights issue to be launched before acquisition closing.

The acquisition is currently expected to be completed during the second quarter of 2021.

Further information can be found on Canada Newswire’s website.

Intact is the largest provider of property and casualty (P&C) insurance in Canada and a leading provider of specialty insurance in North America, with over C$11 billion in total annual premiums.

RSA is a focused international insurance group, with strong positions in the large general insurance markets of the UK, Scandinavia and Canada, together with supporting international business in Ireland, Continental Europe and the Middle East.

Tryg is one of the leading non-life insurance companies in the Nordic region with activities in Denmark, Norway and Sweden.