Ironshore Inc. (“Ironshore”) and Fosun International Limited (HKEx stock code: 00656, together with its subsidiaries, “Fosun” or the “Group”) announced today that they have entered into a definitive agreement for Fosun to acquire the remaining interest in Ironshore that Fosun does not already own. On February 12, 2015, Fosun closed its purchase of ordinary shares of Ironshore representing 20 percent of Ironshore’s total outstanding ordinary shares on a fully diluted basis. The acquisition of the remaining interest in Ironshore will be effected by the merger of an indirect wholly-owned subsidiary of Fosun International Limited with and into Ironshore, with Ironshore as the surviving company. After giving effect to the merger, Ironshore will be an indirect wholly-owned subsidiary of Fosun International Limited.
The transaction is subject to the receipt of regulatory approvals and other customary closing conditions.
Guo Guangchang, Chairman of Fosun, said, “Ironshore’s excellent team has outstanding managing and underwriting insurance capabilities which are widely recognized in the insurance industry. Fosun is fully confident about the existing management team and believe that the long-term and stable cooperation with Ironshore is the key and essential foundation to achieve a win-win situation in further exploiting synergies for both parties. The acquisition of the remaining interest in Ironshore will further expand Fosun’s insurance business and strengthen the Group’s capability to access long-term high-quality capital. Fosun will persistently integrate its industrial resources to further enhance the Group’s insurance business capabilities on both the liability-end and investment-end. In addition, through efforts of both parties and synergies derived from shared resources in various aspects, Fosun hopes to develop higher quality products and services and is committed to supporting the stable and long-term development of Ironshore.”
Kevin H. Kelley, Chief Executive Officer of Ironshore, said, “The transition of ownership from private equity to a strategic permanent capital provider with Fosun is a positive milestone for Ironshore. Ironshore is grateful to its board of directors and its long-term investors Calera Capital, Corporate Partners, GCP Capital, GTCR, Irving Place Capital, Tara Partners and TowerBrook Capital for their backing and support which helped build Ironshore into its position of market leadership and strength. Management is very supportive of the Fosun ownership model as it provides a long term strategic partner who will continue to invest in and develop the unique Ironshore brand. Fosun provides Ironshore with further access to global markets and positions Ironshore to take advantage of continued profitable growth opportunities. We look forward to working together with Chairman Guo and his dynamic management team.”
Fosun is a leading investment group taking roots in China with a global foothold. Fosun has been continuously endeavoring determined efforts in establishing insurance as its core business and developing insurance as one of the key growth engines of the Group. Fosun regards the development of the insurance business as a premium path in connecting its investment capability to long-term high-quality capital. Currently, Fosun has more than one third of its total assets invested in insurance businesses, including investments in Ironshore, Yong’an P&C Insurance, Pramerica Fosun Life Insurance, Peak Reinsurance and Fidelidade Group, Portugal’s largest insurance company, and, in December 2014, entered into a merger agreement to acquire Meadowbrook Insurance Group, Inc. The addition of a quality specialty underwriter with a stellar management team serves as a diversification play in Fosun’s portfolio and reaps benefit on multiple fronts. First the merger enables Fosun to effectively extend its insurance business from property & casualty insurance, life insurance, reinsurance to specialty insurance. Secondly, the merger allows for further diversification in Fosun’s currency reserves and enhances Fosun’s footprint in US and Europe. Lastly, there are untapped sources of potential synergy from a reinsurance perspective with Peak Re a current Fosun portfolio company.
Citi is acting as primary financial advisor to Ironshore with BofA Merrill Lynch also acting as financial advisor. Cahill Gordon & Reindel LLP and Kirkland & Ellis LLP are acting as legal advisors to Ironshore and its private equity investors in connection with this transaction. PricewaterhouseCoopers and Ernst & Young are acting as finance and actuarial advisors, respectively, to Fosun. DLA Piper LLP is acting as legal advisor to Fosun.