CPE News (11/12/2020) – Intact Financial Corporation (TSX: IFC) has entered into subscription agreements with subsidiaries of each of Caisse de dépôt et placement du Québec (CDPQ), Canada Pension Plan Investment Board (CPPIB, CPP Investments) and Ontario Teachers’ Pension Plan Board (OTPP or Ontario Teachers) for the aggregate issuance of 23.8 million subscription receipts at a price of $134.50 per subscription receipt for gross proceeds of $3.2 billion. CDPQ, CPP Investments, and Ontario Teachers’ are committing $1.5 billion, $1.2 billion, and $0.5 billion, respectively.
On November 5, 2020, Intact Financial and Tryg A/S (Tryg) announced a proposal to acquire RSA Insurance Group plc (LSE: RSA) for £7.2 billion with Intact paying £3.0 billion and Tryg paying £4.2 billion. Intact would retain RSA’s Canada and UK & International operations and obligations, Tryg would retain RSA’s Sweden and Norway operations, and Intact and Tryg would co-own RSA’s Denmark operations.
The RSA proposal is subject to the satisfaction or waiver of pre-conditions relating to, amongst other things, due diligence, the recommendation of the Board of RSA, the support of RSA’s fund trustees and Board approvals from Intact, Tryg and the Tryg Foundation.
The completion of subscription financing is conditional upon Intact and Tryq announcing a firm offer for RSA.
Upon closing of the transactions, CDPQ, CPP Investments, and Ontario Teachers’ will own 7%, 5% and 2% of Intact Financial then outstanding common shares repsectively.
photo credit: RSA
Intact Financial Corporation Announces Agreement with Cornerstone Investors to Finance a Portion of the Purchase Price of the Possible Offer for RSA Insurance Group PLC (“RSA”)
November 12, 2020 – Further to the announcement on November 5, 2020 relating to the possible offer for RSA by Intact Financial Corporation (TSX: IFC) (“Intact” or the “Company”) and Tryg A/S (“Tryg”) (together the “Consortium”), Intact announced today that it has entered into subscription agreements with subsidiaries of each of Caisse de dépôt et placement du Québec (“CDPQ”), Canada Pension Plan Investment Board (“CPP Investments”) and Ontario Teachers’ Pension Plan Board (“Ontario Teachers’”) for the aggregate issuance of 23.8 million subscription receipts at a price of $134.50 per subscription receipt for gross proceeds of $3.2 billion. CDPQ, CPP Investments, and Ontario Teachers’ are committing $1.5 billion, $1.2 billion, and $0.5 billion, respectively. Completion of the offering is conditional upon the Consortium announcing a firm offer for RSA. Additional information on the proposed transaction is available at Intact’s website at https://www.intactfc.com/English/investors/.
Each subscription receipt will entitle the holder to receive one common share of Intact as well as a commitment fee upon closing of the acquisition of RSA. The completion of the offering is subject to approval of the Toronto Stock Exchange and other customary closing conditions.
The subscription receipts and the common shares of Intact have not been, and will not be, registered under the U.S. Securities Act, or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States, except in certain transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these subscription receipts within the United States.
Intact Financial Corporation 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 $11 billion in total annual premiums. The Company has approximately 16,000 employees who serve more than five million personal, business and public sector clients through offices in Canada and the U.S. In Canada, Intact distributes insurance under the Intact Insurance brand through a wide network of brokers, including its wholly-owned subsidiary BrokerLink, and directly to consumers through belairdirect. Frank Cowan Company, a leading MGA, distributes public entity insurance programs including risk and claims management services in Canada. In the U.S., Intact Insurance Specialty Solutions provides a range of specialty insurance products and services through independent agencies, regional and national brokers, wholesalers and managing general agencies. Products are underwritten by the insurance company subsidiaries of Intact Insurance Group USA, LLC.
About Caisse de dépôt et placement du Québec
Caisse de dépôt et placement du Québec (CDPQ) is a long-term institutional investor that manages funds primarily for public and para-public pension and insurance plans. As at June 30, 2020, it held CA$333.0 billion in net assets. As one of Canada’s leading institutional fund managers, CDPQ invests globally in major financial markets, private equity, infrastructure, real estate and private debt. For more information, visit www.cdpq.com, follow us on Twitter @LaCDPQ or consult our Facebook or LinkedIn pages.
About Canada Pension Plan Investment Board
Canada Pension Plan Investment Board (CPP Investments™) is a professional investment management organization that invests around the world in the best interests of the more than 20 million contributors and beneficiaries of the Canada Pension Plan. In order to build diversified portfolios of assets, investments in public equities, private equities, real estate, infrastructure and fixed income are made by CPP Investments. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPP Investments is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At June 30, 2020, the Fund totalled C$434.4 billion. For more information, please visit www.cppinvestments.com or follow us on LinkedIn, Facebook or Twitter.
About Ontario Teachers’ Pension Plan
The Ontario Teachers’ Pension Plan Board (Ontario Teachers’) is the administrator of Canada’s largest single-profession pension plan, with $204.7 billion in net assets (all figures at June 30, 2020 unless noted). It holds a diverse global portfolio of assets, approximately 80% of which is managed in-house, and has earned an annual total-fund net return of 9.5% since the plan’s founding in 1990. Ontario Teachers’ is an independent organization headquartered in Toronto. Its Asia-Pacific regional offices are in Hong Kong and Singapore, and its Europe, Middle East & Africa region office is in London. The defined-benefit plan, which is fully funded as at January 1, 2020, invests and administers the pensions of the province of Ontario’s 329,000 active and retired teachers. For more information, visit otpp.com and follow us on Twitter @OtppInfo.
For further information please contact:
Intact Media Inquiries
Senior Consultant, External Communications
1 514 282-1914 ext. 87375
Intact Investor Inquiries
Director, Investor Relations
1 416 341-1464 ext. 45112