Announcement • Dec 06
Helvetia Holding AG (SWX:HELN) completed the acquisition of Baloise Holding AG (SWX:BALN) from UBS Fund Management (Switzerland) AG, Cevian Capital Partners Limited and others in a merger of equals transaction.
Helvetia Holding AG (SWX:HELN) agreed to acquire Baloise Holding AG (SWX:BALN) from UBS Fund Management (Switzerland) AG, Cevian Capital Partners Limited and others for CHF 8.3 billion in a merger of equals transaction on April 21, 2025. The consideration consists of common equity of Helvetia Holding AG at a ratio of 1.0119 per common equity of Baloise Holding AG. Baloise merges into Helvetia, Reflecting adjustment for upcoming dividends. The Group will be listed on the SIX Swiss Exchange under the new name "Helvetia Baloise Holding Ltd" and will trade under the ticker symbol "HBAN". The Merger ratio of 53.47% will be owned by Helvetia and 46.53% will be owned by Baloise subject to change due to fluctuations of diluted shares outstanding.The Board of Directors will comprise of 14 members consisting of 7 from Helvetia and 7 from Baloise; Chairman: Thomas von Planta (Chairman of Baloise's Board of Directors); Vice-Chairman: Ivo Furrer (member of Helvetia's Board of Directors), Group Executive Board key members include CEO: Fabian Rupprecht (CEO of Helvetia); Deputy CEO and Head of Integration: Michael Müller (CEO of Baloise); CFO: Matthias Henny (from Baloise); CIO: André Keller (from Helvetia), The headquarters and registered domicile will be in Basel; Helvetia's current headquarters in St. Gallen will remain an important location. The new logo will follow the design of Baloise's logo. The current statutory auditor of Helvetia, KPMG, Zurich, is to remain in its position for a transitional period following the completion of the merger. The parties intend to re-tender the audit mandate by 2027 at the latest, in view of the election of the statutory auditor at the Annual General Meeting in 2028. The Baloise shares will be delisted and Helvetia shares will continue to be listed on SIX Swiss Exchange.
The transaction is subject to approval by regulatory board / committee, approval of offer by acquirer shareholders, support from Helvetia anchor shareholder Patria Genossenschaft confirmed which currently holds 34.1% of the share capital of Helvetia, approval of offer by target shareholders and subject to antitrust regulations. The expected completion of the transaction is October 1, 2025 to December 31, 2025. The Boards of Directors of both companies will propose that their shareholders approve the merger at the respective Extraordinary General Meetings, which are planned on May 23, 2025. As of April 21, 2025, As a result of the merger, all assets and liabilities of Baloise will be transferred to Helvetia through universal succession. Baloise will be deleted from the commercial register upon registration of the merger. The agreed effective date for the internal relationship is 1 January 2025. Accordingly, all actions by Baloise from (and including) 1 January 2025 shall be deemed to have been carried out on behalf of Helvetia. In the event that the completion of the merger takes place more than six months after the Effective Date pursuant to Section 3.2(a), the parties agree to base the effective date (only) on the interim financial statements of Baloise to be prepared by Baloise as of 30 June 2025 or, if applicable, 31 December 2025, whereby all actions of Baloise from (and including) 1 July 2025 or, if applicable, 1 January 2026 shall be deemed to be for the account of Helvetia. After signing this Agreement, an Integration Committee will be formed for the period between signing this Agreement and completion of the merger, which – The party concerned may only enter into substantial negotiations with the third party if (i) it has fulfilled its duty to provide information in accordance with clause 8.7(b) above If third parties (including shareholders of a party) make claims against a party or its bodies in connection with the merger or take legal action or other legal remedies against them or against the implementation of the merger to the extent permitted by applicable law , plans and prepares the implementation of the integration of Baloise's business into Helvetia (the "Integration Committee"). Matters related to the integration of the parties' businesses will first be shared and discussed in this Integration Committee. Section 4.4(d) applies to the development of the new employee participation plans. The Boards of Directors of the Parties have each approved this Agreement by resolution dated April 21, 2025. The party affected by the purchase offer or share acquisition is obliged, regardless of fault, to pay the other party an amount as break fee of CHF 180 million. Baloise shares held at the time of completion under the ABP and subject to a lock-up period under the terms of the ABP will be exchanged for the number of Helvetia shares determined according to the exchange ratio. As of April 25, 2025, Patria Genossenschaft has notified Helvetia Holding Ltd (Helvetia) that it has acquired 4,282,758 shares in Baloise Holding Ltd (Baloise), representing 9.351% of the capital and voting rights, from Cevian Capital on 25 April 2025. The acquisition is not subject to any conditions. Patria Genossenschaft will therefore be able to vote with these shares at the Extraordinary General Meeting of Baloise to be held on 23 May 2025 regarding the merger with Helvetia announced on 22 April 2025. The parties have agreed to treat the purchase price confidential. At the same time, Baloise has informed Helvetia that it will not nominate a seventh member of the Board of Directors in connection with the merger with Helvetia. As a result, the Board of Directors of the combined company Helvetia Baloise Holding Ltd will have a total of 13 (instead of 14) members after the merger. As on May 23, 2025, Based on a compelling strategic rationale, the shareholders of Baloise and Helvetia approved the merger of equals. As per the announcement on August 6, 2025, the deal has been approved by European Commission on August 5, 2025. As of September 12, 2025, Swiss Competition Commission has approved the merger. In addition, the European Commission has successfully completed its Foreign Subsidies Regulation (FSR) review. Now the transaction is expected to complete on December 5, 2025. As of December 1, 2025, all requisite official approvals have been obtained for the merger of Baloise and Helvetia.
UBS Group AG acted as financial advisor for Baloise Holding AG. Morgan Stanley & Co. International plc acted as financial advisor for Baloise Holding AG. J.P. Morgan Securities plc acted as financial advisor for Helvetia Holding AG. Hans-Jakob Diem, Thiemo Sturny, Reto Jacobs, Gion Giger, Markus Pfenninger, Thomas Meister, Janine Corti,Roger Staub, Irène Suter-Sieber, Katja Schott-Morgenroth, Stefan Walder of Walder Wyss Ltd. acted as legal advisor for Helvetia Holding AG. Tino Gaberthüel, Simone Ehrsam, Nicolas Lehmann, Lukas Held, Andrin Scherrer, Patrick Schleiffer, Patrick Schärli, Angela Graf, Marcel Meinhardt, Sinem Süslü, Jannick Koller, Tim Voser, Lukas Aebi, Stephan Brandner, and Jürg Simon of Lenz & Staehelin acted as legal advisor for Baloise Holding AG. IFBC AG acted as fairness opinion provider for Baloise Holding AG and Helvetia Holding AG. Ernst & Young AG acted as accountant for Baloise Holding AG and Helvetia Holding AG. In its independent fairness opinion to the two Boards of Directors, IFBC has confirmed that the exchange ratio is fair and appropriate from a financial point of view. Thomas Krecek, Marlene Böker, Carina Soesanto, Annette Röhder, Marc Benzler, Marc Besen, Anne Filzmoser, George Hacket, Laura Scaglioni, Christopher Fischer, Pascal Weber, Holger Lutz, Lounia Czupper of Clifford Chance advises Helvetia. Heiner Braun, Andreas von Bonin of Freshfields LLP (Germany) and Freshfields LLP (Belgium Branch) acted as legal advisor to Baloise. Paul Thalmann, Denise Brügger, Christian Maeder, Alessa Waibel and Sina Kurath of Reichlin Hess AG acted as legal advisor of Patria Genossenschaft in connection with this merger and related transactions.
Helvetia Holding AG (SWX:HELN) completed the acquisition of Baloise Holding AG (SWX:BALN) from UBS Fund Management (Switzerland) AG, Cevian Capital Partners Limited and others in a merger of equals transaction on December 5, 2025. All of the necessary approvals from the relevant supervisory authorities were obtained, allowing today’s completion of the merger of Helvetia Holding Ltd and Baloise Holding Ltd to form Helvetia Baloise Holding Ltd. Upon completion of the merger, the registered shares in Baloise Holding Ltd were exchanged in a ratio of 1:1.0119 for 46,392,407 newly issued registered shares in Helvetia Baloise Holding Ltd (HBAN). These new shares will be admitted to trading on December 8, 2025.
All of the necessary approvals from the relevant supervisory authorities were obtained.
