공지 • Jul 02
Aviva plc (LSE:AV.) acquired Direct Line Insurance Group plc (LSE:DLG).
Aviva plc (LSE:AV.) submitted a non-binding proposal to acquire Direct Line Insurance Group plc (LSE:DLG) for £3.3 billion on November 19, 2024. Aviva reached preliminary agreement to acquire Direct Line Insurance Group plc (LSE:DLG) on December 6, 2024. Aviva reached an agreement to acquire Direct Line Insurance Group plc (LSE:DLG) for £3.6 billion on December 23, 2024 The consideration consists of common equity of Aviva plc at a ratio of 0.282 per common equity of Direct Line Insurance Group plc. A cash consideration valued at £1.125 per share will be paid by Aviva plc. As part of consideration, an undisclosed value is paid towards common equity of Direct Line Insurance Group plc. The Proposal represents total consideration valued at £0.250 per share. Aviva is required to either announce a firm intention to make an offer for the Company or announce that it does not intend to make an offer for the Company by December 25, 2024. As of on November 26, 2024. Direct Line Insurance board unanimously rejected the Proposal stating that the Proposal as substantially undervaluing Direct Line and has declined to engage further with Aviva. As of December 6, 2024, Aviva made a Proposal that represents total consideration valued at 275 pence per Direct Line share to be delivered as 129.7 pence per Direct Line share in cash, funded through Aviva's internally available cash resources; 0.2867 new Aviva shares per Direct Line share; and dividend payments of up to 5 pence per Direct Line share in aggregate (Permitted Dividend), to be paid (subject to the approval of the Board of Direct Line) prior to completion. Direct Line shareholders would own approximately 12.5% of the issued and to be issued share capital of Aviva. The Board of Direct Line has concluded that the Proposal is at a value that it would be minded recommending to Direct Line shareholders should a firm intention to make an offer. As of December 23, 2024, Direct Line Directors intend to recommend unanimously that Direct Line Shareholders vote (or procure votes) in favour of the Scheme. The Scheme is expected to become Effective in mid-2025, subject to the satisfaction or, where permitted, waiver of the Conditions set out. The transaction is the Scheme must be approved by a majority in number of the Scheme Shareholders present and voting at the Court Meeting, and certain regulatory approvals. Direct Line shareholder meetings are scheduled to be held on March 10, 2025 and the transaction, subject to regulatory clearances. As of March 10, 2025, Direct Line shareholders have approved the transaction. On May 15, 2025, The UK's Competition and Markets Authority (CMA) has launched a probe with respect to the transaction investigating whether the merger would lead to a substantial lessening of competition within any market or markets in the United Kingdom for goods or services. The CMA is seeking feedback from interested parties by May 29, 2025 with its findings from the initial phase of the probe due to be published in July 2025. As of June 17, 2025, Direct Line and Aviva are pleased to announce that the FCA and the PRA have each given written notice to Aviva approving the acquisition of control in respect of a UK authorized person contemplated by the Acquisition and the SRA has approved the acquisition by Aviva. Received Clearance from the CMA in respect of the Acquisition is a condition to the Acquisition. As a result, Aviva and Direct Line are pleased to confirm that all Conditions relating to the receipt of regulatory and antitrust approvals have now been satisfied or (where capable of waiver) waived. In particular, the Sanction Hearing has been scheduled to be held on July 1, 2025 and the Scheme is expected to become Effective on July 1, 2025. Upon completion, Direct Line Chief Executive Adam Winslow and Chief Financial Officer Jane Poole step down from the board and will be replaced by Jason Storah and Stephen Pond respectively. Storah and Pond are the current CEO and CFO of Aviva's General Insurance UK&I division. Former chair and current non-executive director of Aviva Ian Clark will be chair of the enlarged company. As of July 1, 2025 CMA has cleared the anticipated acquisition by Aviva plc of Direct Line Insurance Group plc., not to refer the above merger to a phase 2 investigation. The Scheme will become Effective upon the delivery of the Court Order to the Registrar of Companies, which is anticipated to occur later today.
Peter Brown, Sian Evans, Peter Catterall and Michael Lamb of Citigroup Global Markets Limited, and Anthony Gutman, Nimesh Khiroya and Bertie Whitehead of Goldman Sachs International acted as financial advisors and PricewaterhouseCoopers acted as accountant for Aviva plc. Ben Grindley, Laurence Hopkins and Melissa Godoy of Morgan Stanley & Co. International plc, Simon Robey and Chetan Singh of Robey Warshaw LLP and Oliver Hearsey, Daniel Ohana and Elliot Thomas of RBC Europe Limited acted as financial advisers to Direct Line Insurance. Sonia Gilbert, Juliette Graham, Richard Compton, Chinwe Odimba-Chapman, Clare Hoxey, Nicholas Kinnersley, Thomas Isola, Simon Sinclair and Maria de Elizalde of Clifford Chance LLP is acting as legal adviser to Aviva and Roland Turnill, Robert Innes, Richard Hilton, William Turtle, Nick Bonsall, David Shone, Phil Linnard, Daniel Schaffer, Mike Lane, and Guy O'Keefe of Slaughter and May is acting as legal adviser and Computershare Investor Services PLC is the registrar to Direct Line. Tom Mercer and Tim Rennie of Ashurst acted as legal advisor to Citi and Goldman Sachs.
Aviva plc (LSE:AV.) completed the acquisition of Direct Line Insurance Group plc (LSE:DLG) on July 2, 2025. Direct Line Shares will be suspended from trading on the London Stock Exchange's Main Market starting at 7:30 a.m. today. The de-listing and cancellation of trading are expected to be completed by 8:00 a.m. on July 3, 2025. As of July 3, 2025, 378,143,305 new ordinary shares in the capital of Aviva were admitted to listing on the Official List maintained by the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange's main market for listed securities, with effect from July 3, 2025.
