Old Mutual, the United Kingdom- and South Africa-listed international financial-services group, has published the prospectus for its 43,5-billion Swedish kronor (R38-billion) offer for Swedish financial-services group Skandia, Old Mutual announced on Wednesday.
Old Mutual is facing opposition to the takeover bid, announced in May, from the Skandia board, as well as shareholders representing just more than 10% of the Swedish company’s shares.
The combination of the two companies would create an insurance powerhouse in four major markets — Sweden, South Africa, the UK and United States, the group said.
“Old Mutual firmly believes that the enlarged group has a compelling industrial logic with excellent growth potential. It would be a leader in open-architecture product and independent distribution in the demographically favoured markets of Europe and North America alongside the group’s powerful South African operations.”
The proposed transaction would preserve and extend the best of Skandia’s business, Old Mutual commented, while equipping the enlarged group with the international scale and financial muscle to generate enhanced returns for all Skandia stakeholders.
The prospectus unveiled on Wednesday outlines “significant benefits” for Skandia’s shareholders from creating Europe’s eighth-largest life insurer.
Old Mutual provides Skandia with a stable, long-term, industry owner with the financial strength to develop Skandia’s business to its full potential, the group said. Old Mutual and Skandia together would have £190-billion of funds under management, making it one of the largest fund managers in Europe.
Skandia would become the group’s “senior product brand” across Europe, preserving the heritage that Skandia has established. At the same time, customers would benefit from the security of a much bigger capital base and access to leading international product designs.
Skandia Liv would operate as a mutual with an independent board based in Stockholm responsible for its investment policy and with the duty to maximise the return for customers, and the operational headquarters for continental Europe would be Stockholm.
Two Swedish directors would join the parent group’s London-based board, while Skandia shareholders would represent 26% of the combined company.
The offer price represents a 21% premium to the Skandia share price before confirmation of talks between the two companies. The offer is a significant increase over the average share price over the past 12 months.
Skandia shareholders would also have the opportunity to participate in the growth of the combined group with a significantly increased dividend and embedded value per share, and would have access to synergy savings of almost one billion Swedish kronor.
Old Mutual CEO Jim Sutcliffe said: “Old Mutual provides Skandia with the stable, long-term owner it needs. We have the financial strength for Skandia to prosper in Europe. We believe in the combined group’s potential and look forward to working with Skandia’s talented workforce. Together we can make it a reality.” — I-Net Bridge