Announcement • Jun 18
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 .
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 on June 17, 2024. Pursuant to the agreement, Sampo will make a recommended public tender offer (share exchange 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 “Ex-change Offer”). 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 minority shareholders will con-tribute in aggregate with approximately 7.6% of operational 2024 illustrative earnings2 post-transaction with current Topdanmark minority shareholders receiving approximately 10.3% ownership of Sampo3, implying a growth in 2024 illustrative operational earnings per share of approximately 35% for Topdanmark minority 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 approxi-mately DKK 33 billion based on the agreed exchange ratio between Topdanmark and Sampo shares and the closing price of the Sampo share on Nasdaq Helsinki on 14 June 2024. Topdanmark’s Board of Directors4 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 (disregarding Sampo) 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 Copenhagen A/S 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 (€10,000,000). Topdanmark is entitled to a similar reimbursement of costs (i) if the general meeting of Sampo does not approve the resolutions necessary for Sampo to deliver the consideration shares or (ii) 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 (or a later date if postponed as set out above) subject to certain exceptions.
The Board of Directors of Sampo intends to appoint Peter Hermann, Group Chief Executive Officer of Topdanmark, as Deputy Chief Executive Officer of If P&C Insurance Holding Ltd (publ), and member of the Sampo Group Executive Committee, subject to completion of the Offer. Peter Hermann has worked as Group Chief Executive Officer of Topdanmark since 2018 and as Chief Executive Officer of Topdanmark Livsforsikring from 2016 to 2018. Peter Hermann will remain as Group Chief Executive Officer of Topdanmark until the integration into If P&C is completed. Morten Thorsrud will continue as Chief Executive Officer 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 Sampo 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 (i) 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 1 share, (ii) 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, (iii) regulatory approvals from relevant authorities having been obtained, (iv) the non-occurrence of certain material adverse effects related to Topdanmark, (v) that the combination agreement between the parties has not been terminated and (vi) certain other customary conditions. The offer period for the Exchange Offer is expected to commence in July/August 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 Danish Investment Screening 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/August 2024, and settlement and it is expected that the completion of the Exchange Offer will take place during September 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 du-ties 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.
Carnegie Investment Bank and ABG Sundal Collier provided fairness opinion to Topdanmark’s Board of Directors. Carnegie Investment Bank, acting as exclusive financial advisor to Topdanmark’s Board of Directors. Topdanmark is being advised by Kromann Reumert as lead legal advisor and Borenius Attorneys Ltd as Finnish legal advisor and Allen Overy Shearman Sterling LLP acted as legal advisor to Topdanmark. Plesner Advokatpartnerselskab, Hannes Snellman Attorneys Ltd. and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Sampo and Goldman Sachs International acted as lead financial advisor to Sampo.