Fosun International Ltd., the investment arm of China’s biggest closely held conglomerate, is planning a $1.84 billion merger with Ironshore Inc. after buying the shares it doesn’t already own in the Bermuda-based insurer.
Fosun’s unit Mettlesome Investment 2 will combine with Ironshore to boost its presence in the insurance business, the Shanghai-based company said in a statement to the Hong Kong stock exchange on Sunday. The company completed the acquisition of a 20 percent stake in Ironshore, it said in February.
Fosun Group is backed by Chinese billionaire Guo Guangchang, who calls himself a student of Warren Buffett, and has been on an acquisition spree ranging from Australian energy companies to New York city office buildings. The U.S. market is “vibrant” and Fosun has “many deals” under discussion even after asset prices went up “a lot,” Guo said in an interview at Bloomberg’s headquarters in New York last month.
“The group has been endeavoring determined efforts in establishing insurance as its core business,” Fosun International said in its stock exchange filing. “This acquisition will bring synergies for both parties in prevention of currency risks, expansion of assets allocation and cooperation in reinsurance business.”
[An Ironshore spokesperson told Insurance Journal/Carrier Management that “Ironshore senior management will remain in place, and operate as an indirect, wholly owned subsidiary of Fosun International Limited.”]
Fosun International earned about 13 percent of total revenue from its insurance business in 2014, according to data compiled by Bloomberg. Steel contributes the most revenue at about 45 percent. The company also has a presence in property development and pharmaceuticals.
The deal price will increase at the rate of 8 percent per annum from Dec. 31, 2014 until the transaction’s completion, to a maximum of $2.1 billion, Fosun said. Ironshore, which provides broker-sourced specialty commercial property and casualty coverage, had net assets of $1.84 billion as of last year.
Ironshore was founded in 2006, then built by executives who left American International Group Inc. during the financial crisis. The company filed in June for an initial public offering and then reached deals with Fosun.
“The transition of ownership from private equity to a strategic permanent capital provider with Fosun is a positive milestone,” Ironshore Chief Executive Officer Kevin H. Kelley, who joined from AIG in 2008, said in a separate statement.
He credited long-term Ironshore investors including Irving Place Capital Management, which had a stake of about 24 percent when the insurer filed for an IPO, and Calera Capital Advisors, which had a holding of 19 percent.
Small and mid-sized reinsurers and specialty carriers have been seeking merger partners in recent months to gain scale and diversify risks as newcomers push into the industry. Endurance Specialty Holdings Ltd. agreed in March to buy Montpelier Re Holdings Ltd.
Brit plc said in February that it was selling itself to Fairfax Financial Holdings Ltd. Italy’s EXOR SpA announced a $6.4 billion bid in April to break up a merger between PartnerRe Ltd. and AXIS Capital Holdings Ltd.
The Fosun deal is subject to regulatory approval and may be terminated prior to March 31, 2016, according to the buyer’s statement. Ironshore will continue as the surviving company and become an indirect, wholly-owned subsidiary of Fosun after the merger. L. Gaye Torrance, a spokeswoman for Ironshore, didn’t immediately respond to a phone call and an e-mail seeking comment.
Fosun has spent almost $25 billion on overseas acquisitions since 2010, according to data compiled by Bloomberg. Deals include French resort operator Club Med and Raffaele Caruso SpA, an Italian maker of $3,300 men’s suits. It also bought 60-story One Chase Manhattan Plaza in New York, which it renamed 28 Liberty and uses as its U.S. head office.
Guo’s company announced a deal in December to buy Southfield, Michigan-based Meadowbrook Insurance Group Inc. for $433 million to expand in the U.S.
Citigroup Inc. and Bank of America Corp. were Ironshore’s bankers on the deal, and the company got legal advice from Cahill Gordon & Reindel and Kirkland & Ellis, the insurer said in its statement. PricewaterhouseCoopers and Ernst & Young worked with Fosun, which got legal advice from DLA Piper, according to the statement.
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