Annuncio • Sep 11

Sampo Oyj (HLSE:SAMPO) completed the acquisition of remaining 51.71% stake in Topdanmark A/S (CPSE:TOP) from 1832 Asset Management L.P. and others.

Sampo Oyj (HLSE:SAMPO) entered into a combination agreement to acquire remaining 51.71% stake in Topdanmark A/S (CPSE:TOP) from 1832 Asset Management L.P. and others for DKK 16.8 billion on June 17, 2024. Pursuant to the agreement, Sampo will make a recommended public tender offer to the shareholders of Topdanmark for up to all shares (except treasury shares and shares already held by Sampo) in Topdanmark with consideration consisting of new A shares of Sampo. The shareholders of Topdanmark (disregarding Sampo and shareholders in certain excluded jurisdictions) will upon completion of the Exchange Offer receive 1.25 new A shares in Sampo as consideration for each share in Topdanmark owned by them, reflecting a value per Topdanmark share of DKK 366.38. The share of Topdanmark owned by current shareholders will contribute in aggregate with approximately 7.6% of operational 2024 illustrative earnings post-transaction with current Topdanmark shareholders receiving approximately 10.3% ownership of Sampo, implying a growth in 2024 illustrative operational earnings per share of approximately 35% for Topdanmark shareholders and approximately 42% when including run -rate operational synergies post-tax estimated by Sampo. No fractions of Sampo A shares will be delivered to shareholders in Topdanmark accepting the Exchange Offer. Following completion of the Offer, Sampo plans to integrate Topdanmark’s P&C operations into If P&C’s pan-Nordic business organisation, based on pan-Nordic customer groups and support functions, while maintaining the current Topdanmark main office in Ballerup. The planned integration would enable the combined group to take full advantage of the complementary business models and distribution channels, providing opportunities for cross-selling and future growth. The transaction values the entire share capital of Topdanmark at DKK 33 billion based on the agreed exchange ratio and the closing price of the Sampo share on Nasdaq Helsinki on 14 June 2024. Topdanmark’s Board of Directors finds that the consideration represents attractive financial value to Topdanmark’s shareholders (disregarding Sampo) and has unanimously decided, subject to its fiduciary duties, to rec-ommend that Topdanmark shareholders accept the Exchange Offer when made. After completion of the Exchange Offer, the shareholders of Topdanmark are expected to own 10.3% and the existing share-holders of Sampo 89.7%, respectively, of Sampo. Also, Sampo intends to seek to have Topdanmark’s shares removed from trading and official listing on Nasdaq at an appropriate time following completion of the Offer. If the combination agreement is terminated due to a material breach by a party, resulting in the failure of the completion to occur, then such party shall, without prejudice to any other remedies available to the non-breaching party, reimburse the other party for its actual reasonable costs incurred in connection with the entering into of the combination agreement and the preparation of the Exchange Offer, however not more than DKK 74.59 million. Topdanmark is entitled to a similar reimbursement of costs if the general meeting of Sampo does not approve the resolutions necessary for Sampo to deliver the consideration shares or if Sampo is not able to obtain the regulatory approvals resulting in the failure of the completion of the Exchange Offer by 13 March 2025 subject to certain exceptions. The Board of Directors of Sampo intends to appoint Peter Hermann, Group CEO of Topdanmark, as Deputy CEO of If P&C Insurance Holding, and member of the Sampo Group Executive Committee, subject to completion of the Offer. Peter Hermann has worked as Group CEO of Topdanmark since 2018 and as CEO of Topdanmark Livsforsikring from 2016 to 2018 and will remain as Group CEO of Topdanmark until the integration into If P&C is completed. Morten Thorsrud will continue as CEO of If P&C Insurance Holding Ltd (publ). The making of the Exchange Offer is subject to certain pre-conditions, including that the shareholders of Sampo at an extraordinary general meeting, expected to take place on or around 9 July 2024, resolve to authorise Sampo’s Board of Directors to issue the consideration shares. Sampo’s Board of Directors recommends that the shareholders vote in favour of and adopt such resolution. Completion of the Exchange Offer, when made will be subject to certain conditions being satisfied or waived at expiry of the offer period, including Sampo owning or having received acceptances with respect to shares representing at least 90% of the voting rights and share capital of Topdanmark (except treasury shares) plus share, that the Topdanmark Board of Directors has published and not subsequently withdrawn or adversely amended its recommendation to the Topdanmark shareholders to accept the Exchange Offer, regulatory approvals from relevant authorities having been obtained, (iv) the non-occurrence of certain material adverse effects related to Topdanmark, that the combination agreement between the parties has not been terminated and certain other customary conditions. The offer period for the Exchange Offer is expected to commence in July/Aug and expire not less than 20 business days after publication of the offer document, subject to any extension of the offer period by Sampo. To facilitate trading for current Danish Topdanmark shareholders, Sampo will apply for a secondary listing of the Sampo A shares on Nasdaq Copenhagen to take effect on or around completion of the Exchange Offer. Completion of the Offer is also subject to obtaining necessary regulatory approvals, namely permission by the Danish Financial Supervisory Authority pursuant to the Danish Insurance Business Act, and authorisation for a foreign direct investment pursuant to the DIS Act. Completion of the Offer is not subject to any competition clearances. It is a condition for the completion of the Exchange Offer that such secondary listing is approved by Nasdaq Copenhagen. Sampo will continue to have its A shares listed on Nasdaq Helsinki and its Swedish Depository Receipts listed on Nasdaq Stockholm, while it is intended that Topdanmark’s shares will be delisted from Nasdaq Copenhagen. The offer period is initially expected to commence in July/Aug 2024, and settlement and it is expected that the completion of the Exchange Offer will take place during Sept 2024, subject to all conditions for completion being fulfilled. The proceeds will be distributed in DKK on a pro rata basis to the Topdanmark shareholders entitled to such fractions, net of any transfer taxes or similar duties and without interest. Sampo expects to be able to realize significant potential synergies through the Offer and planned integration as it strengthens its overall scale and competitive position in the Danish P&C insurance market. As of 19 June 2024, Topdanmark’s shareholder 1832 Asset Management L.P., representing 4.9% stake in Topdanmark to accept the offer. Irrevocable commitments and support together with Sampo’s ownership in Topdanmark now represent 57.2% stake in Topdanmark. As on July 8, 2024, Sampo is pleased to announce that it has received the necessary authorisation from the Danish Business Authority to complete the Offer pursuant to the DIS Act. Carnegie Investment Bank and ABG Sundal Collier provided fairness opinion to Topdanmark’s BOD. Carnegie Investment Bank, advised to Topdanmark’s Board of Directors. Topdanmark is being advised by Kromann Reumert as legal advisor and Borenius Attorneys Ltd as Finnish legal advisor and Allen Overy Shearman Sterling LLP as legal advisor. Plesner Advokatpartnerselskab, Hannes Snellman Attorneys Ltd. and Denis Klimentchenko of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor and Goldman Sachs International acted as financial advisor and delivered a fairness opinion to Sampo. Cleary Gottlieb acted as advisor to Goldman Sachs. Nordea Danmark, Stikeman Elliott and Deloitte acted as advisor to Offeror. Sampo Oyj (HLSE:SAMPO) completed the acquisition of remaining 51.71% stake in Topdanmark A/S (CPSE:TOP) from 1832 Asset Management L.P. and others on September 9, 2024. The offer period for the recommended best and final public exchange offer made by Sampo plc to acquire all of the outstanding shares in Topdanmark has expired on September 9, 2024. Accordingly, Sampo considers all conditions satisfied and will proceed to complete the Offer. Based on the preliminary result and non-binding summation of acceptances, Sampo would together with its current Topdanmark holding, as a result of the Offer hold approximately 92.6% of the shares in Topdanmark. It is expected that the squeeze-out will consume the majority of the DKK 2.9 billion allocated for the squeeze-out and buybacks, as part of the DKK 5.9 billion total capital deployment communicated on June 17, 2024. The squeeze-out is expected to be settled in cash. Expected announcement of the final result of the Offer will be on September 16, 2024. On or about September 17, 2024, Trading in the Sampo offer shares commences on the official list of Nasdaq Helsinki.

Percentuale dello stipendio del CEO	23.59%
Mandato del CEO	20.3yrs
Proprietà del CEO	0.02%
Durata media del management	2.5yrs
Durata media del Consiglio di amministrazione	3yrs

Data	Compenso totale	Stipendio	Utili della società
Mar 31 2026	n/a	n/a	€2b
Dec 31 2025	€1m	€269k	€2b

Nome	Posizione	Mandato	Compensazione	Proprietà
Morten Thorsrud	Group CEO	20.3yrs	€1.14m	0.017% $ 4.8m
Lars Beck	Group CFO & Member of Executive Committee	less than a year	Nessun dato	Nessun dato
Ake Wennerklint	Deputy CEO & Member of Group Executive Committee	21.3yrs	Nessun dato	0.0065% $ 1.9m
Ingrid Holthe	Head of Private Nordic & Member of the Group Executive Committee	7.3yrs	Nessun dato	0.0034% $ 974.3k
Klas Svensson	Head of Nordic Commercial & Member of Group Executive Committee	2.3yrs	Nessun dato	0.0016% $ 458.7k
Ville Talasmaki	Group Chief Investment Officer & Executive Committee Member	2.6yrs	Nessun dato	0.0045% $ 1.3m
Tiina Halmesmäki	Chief Legal Officer & Member of Group Executive Committee	less than a year	Nessun dato	Nessun dato
Poul Steffensen	Head of Nordic Industrial & Member of Group Executive Committee	less than a year	Nessun dato	0.0028% $ 803.4k
Knut-Arne Alsaker	Advisor	less than a year	Nessun dato	0.011% $ 3.1m
Johanna Tynkkynen	Head of Sustainability	no data	Nessun dato	Nessun dato
Kai Sotamaa	Chief Risk Officer	7.1yrs	Nessun dato	Nessun dato
Mirko Hurmerinta	Manager of Investor Relations	no data	Nessun dato	Nessun dato

Nome	Posizione	Mandato	Compensazione	Proprietà
Andreas Brandstetter	Independent Director	less than a year	Nessun dato	Nessun dato
Risto Murto	Independent Vice Chair of the Board	11.1yrs	€140.00k	0.0013% $ 356.1k
Markus Rauramo	Independent Director	5yrs	€138.00k	0.00073% $ 208.0k
Steve Langan	Independent Director	4yrs	€114.80k	0.00057% $ 162.4k
Sara Mella	Independent Director	1.1yrs	€114.80k	0.00053% $ 151.0k
Astrid Stange	Independent Director	2.1yrs	€114.80k	0.00045% $ 128.2k
Antti Makinen	Independent Chairman	3yrs	€243.00k	0.0018% $ 521.3k
Annica Witschard	Independent Director	3yrs	€114.80k	0.00046% $ 131.0k

Dati	Ultimo aggiornamento (ora UTC)
Analisi dell'azienda	2026/05/24 12:21
Prezzo dell'azione a fine giornata	2026/05/21 00:00
Utili	2026/03/31
Utili annuali	2025/12/31

Pacchetto	Dati	Tempistica	Esempio Fonte USA ^*
Dati finanziari della società	10 anni	Conto economico Rendiconto finanziario Bilancio	Modulo SEC 10-K Modulo SEC 10-Q
Stime di consenso degli analisti	+3 anni	Previsioni finanziarie Obiettivi di prezzo degli analisti	Rapporti di ricerca degli analisti Blue Matrix
Prezzi di mercato	30 anni	Prezzi delle azioni Dividendi, scissioni e azioni	Dati di mercato ICE Modulo SEC S-1
Proprietà	10 anni	Top azionisti Insider trading	Modulo 4 SEC Modulo 13D SEC
Gestione	10 anni	Team di leadership Consiglio di amministrazione	Modulo SEC 10-K Modulo SEC DEF 14A
Sviluppi principali	10 anni	Annunci aziendali	Modulo 8-K SEC

Analista	Istituzione
null null	ABG Sundal Collier
Claudia Gaspari	Barclays
Alessia Magni	Barclays

Sampo Oyj Gestione

Criteri Gestione verificati 3/4

Informazioni chiave

Aggiornamenti recenti sulla gestione

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Sampo Oyj to Report Fiscal Year 2024 Results on Feb 06, 2025

Sampo Oyj (HLSE:SAMPO) completed the acquisition of remaining 51.71% stake in Topdanmark A/S (CPSE:TOP) from 1832 Asset Management L.P. and others.

Sampo Oyj (HLSE:SAMPO) commences an Equity Buyback for 50,000,000 shares, representing 9.96% of its issued share capital, under the authorization approved on April 25, 2024.

Sampo Oyj (HLSE:SAMPO) entered into a combination agreement to acquire remaining 51.71% stake in Topdanmark A/S (CPSE:TOP) for DKK 16.8 billion .

Mandatum Oyj (HLSE:MANTA) agreed to acquire 19.83% stake in Saxo Bank A/S from Sampo Oyj (HLSE:SAMPO).

Sampo Receives Approval From the Swedish Fsa (Finansinspektionen) for Its Group Partial Internal Model

Sampo Oyj Announces Dividend for 2023, Payable on May 7, 2024

Fiona Clutterbuck Will Not Be Available for Re-Election of Sampo Oyj's Board

Sampo plc Proposes Regular Dividend, Payable on May 7, 2024

Sampo plc Appoints Klas Svensson as Group Executive Committee, Effective from January 1, 2024

Sampo Oyj to Report Fiscal Year 2023 Final Results on Mar 18, 2024

Sampo Oyj(HLSE:MANTA) dropped from S&P EUROPE 350 - Financials (Sector)

Sampo Oyj Announces Executive Changes

Sampo plc Submits Group Partial Internal Model Application

Sampo Oyj(OM:SAMPO SDB) dropped from OMX Nordic All-Share Index

Sampo Oyj Approves to Distribute A Dividend for 2022, Payable on 31 May 2023

Sampo plc Proposes Regular Dividend for the Year 2022, Payable on 31 May 2023

Sampo Oyj Announces Björn Wahlroos, Chair of the Board of Directors Not Available for Re-Election

Sampo Oyj to Report Nine Months, 2023 Results on Nov 08, 2023

Sampo Oyj to Report Fiscal Year 2022 Results on Feb 09, 2023

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