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This document draws together our views, observations and analysis of the global trends in the insurance M&A market, including influencing factors and macroeconomic variables. Our analysis covers five primary regions: Western Europe, North America, Asia, Latin America and the Middle East and North Africa. Each section includes a review and remark on deal activity and current trends, in addition to consideration of future bearings.

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Page 1: Global insurance M&A trends

Global InsuranceMergers and Acquisitions

Page 2: Global insurance M&A trends

2 Global Insurance – Mergers and Acquisitions

Contents03 Introduction

04 Global Insurance M&A

06 Global Deal Pricing and Value

08 Top 50 Global Deals (2011-2013)

10 Western Europe

14 North America

18 Asia Pacific

22 Latin America

26 Middle East and North Africa

30 Private Equity

32 Transaction Risk

Page 3: Global insurance M&A trends

Global Insurance – Mergers and Acquisitions 3

This document draws together our views, observations and analysis of the global trends in the insurance M&A market, including influencing factors and macroeconomic variables.

Our analysis covers five primary regions: Western Europe, North America, Asia, Latin America and the Middle East and North Africa. Each section includes a review and remark on deal activity and current trends, in addition to consideration of future bearings.

We believe that improving macroeconomic conditions in developed markets will bring more positive activity in the near future.

We would welcome the opportunity to discuss our insights into your specific sector with you.

Dear board member

Introduction

Peter Allen PartnerGlobal Head of InsuranceT +44 (0)20 7728 2154E [email protected]

Page 4: Global insurance M&A trends

2006

2007

2008

2009

2010

2011

2012

2013

615

755

1450

1060

892

518 537

342

4 Global Insurance – Mergers and Acquisitions

Global Insurance M&A

Since the global financial crisis, we have observed a consistent decline in global deal activity; with deal volume hitting its lowest level through 2011. However, there is ample evidence for optimism in the near future. Although a cautionary attitude towards M&A remains, the effects of more stringent monitoring of capital and operational ‘belt-tightening’ have left a number of firms with capital to deploy.

Improved macroeconomic conditions in developed countries, allied to the availability of attractive financing options is having a positive effect on firms’ appetite to re-enter the M&A market. While most observers have suggested that the market has been driven by a desire to expand, both from a product and a geographic perspective, Grant Thornton’s research suggests that, following the global financial crisis, disposals remain a prominent driver.

Additionally, domestic consolidation has emerged as a key theme, particularly in developed markets, but also in emerging economies.

Between 2011 and 2013, over half of the companies targeted were insurance distributors. Distributors present an attractive investment proposition for both cash buyers and private equity houses. The former due to their strategic importance; the latter because brokers are often cash-generative. Moreover, the lack of exposure to underwriting risk reduces the capital volatility. These tactical acquisitions are also highly beneficial for intermediaries as they allow them to meet their expansion plans.

The acquisition of distributors is remarkably important in Western Europe and the United States. Despite high valuations in the wholesale broking sector, continued industry consolidation is expected in 2014 due to high intermediation in mature economies.

Number of Global Insurance Deals(2006 – 2013)

Source: Insurance Intelligence Center

Page 5: Global insurance M&A trends

19%

11%

3%

61%

6%

55%

7%

11%

23%

2% 2%

Global Insurance – Mergers and Acquisitions 5

Global Insurance M&A

Unsurprisingly, the United States remains the most active region globally. This is despite myriad challenges, including slow insurance market growth, poor insurance pricing and insurance catastrophes such as Superstorm Sandy.

Meanwhile, there has recently been a notable rise in deal activity in emerging markets, particularly in Latin America and Asia Pacific. Insurers are increasingly drawn to high growth markets in search of returns. Conversely, insurers in emerging countries have shown a greater interest in acquiring companies established in mature economies.

Volume of Global Insurance Deals: Regional Market Share(2011 – 2013)

Europe

Asia

Middle East & North Africa

North America

Latin America

Source: Insurance Intelligence Center

Accident and Healthcare

Insurance Distribution

Life Insurance

Non-Life Insurance

Reinsurance

Services

Source: Insurance Intelligence Center

Volume of Global Insurance Deals: Target Company by Subsector(2011 – 2013)

Page 6: Global insurance M&A trends

0 5,000 10,000 15,000 20,000

US$ Million

Deal Y-3

Deal Y-2

Deal Y-1

Deal Year

Deal Y+1

Deal Y+2

Deal Y+3

0 5 10 15 20 25 30 35

Price Earning Ratio

Deal Y-3

Deal Y-2

Deal Y-1

Deal Year

Deal Y+1

Deal Y+2

Deal Y+3

6 Global Insurance – Mergers and Acquisitions

Global Deal Pricing and Value

The analysis of post-deal Total Net Asset Value (TNAV) and Price-Earnings Ratios (P/E Ratios) of the top 50 global deals presents interesting contrasts.

P/E trends suggest that short-term sentiment reacts positively to deals.

TNAV evaluations offer a direct contradiction. Companies suffer a decrease in net asset value the year following the deal. This is likely a direct consequence of deal costs such as re-alignment, operational changes or cultural integration. Nevertheless, this is followed by a steady recovery which derives from the strategic benefits of the acquisition.

Top 50 Global Deals: Average TNAV(2011 – 2013)

Top 50 Global Deals: Impact on Average P/E Ratio(2011 – 2013)

Source: Grant Thornton Research and Insurance Intelligence Center

Source: Grant Thornton Research and Insurance Intelligence Center

Page 7: Global insurance M&A trends

0

100

200

300

400

500

600

US$

Mill

ion

Aver

age

P/B

V

2008 2009 2010 2011 2012

0.5

0

1

2

1.5

2.5

3

Global Insurance – Mergers and Acquisitions 7

Global Deal Pricing and Value

Price to book values recovered sharply in 2011 and eased off in 2012. One possible reason for the 2012 movement is that average deal sizes were much higher, implying that larger deals are - unsurprisingly - priced more cautiously.

Source: Grant Thornton Analysis of Deloitte Insurance M&A 2013

Insurance Deals: Price to Book Value(2008 – 2012)

No. of Deals

Average Deal Values (US$M)

Average P/BV Deal Multiples

Page 8: Global insurance M&A trends

0

10,000

20,000

30,000

40,000

50,000

WesternEurope

NorthAmerica

SoutheastAsia

LatinAmerica

Middle Eastand Africa

US$

Mill

ion

26%

32%

26%

12%

4%

8 Global Insurance – Mergers and Acquisitions

Top 50 Global Deals (2011-2013)

Although North America was the location for more than 60% of global M&A deals between 2011 and 2013, when considering the Top 50 Deals by Value, only 32% of the sample took place there. Surprisingly, despite significant lower insurance premium volume, Asia Pacific was the location for 26% of the top 50 global deals in 2012.

In 2010 and 2011, the search for growth had been the overwhelming driver behind global deal making. Insurers sought to diversify their risk by expanding their product ranges and geographical footprint. Moreover, firms focused on maximising available capital, often taking advantage of perceived low prices and opportunities to acquire ailing businesses.

However, Grant Thornton’s analysis of the 50 largest deals between 2011 and 2013 indicates a change in trend. Divestments, either by insurers or banks, are prevalent, with over 50% of deals driven by a desire to dispose of businesses that are not strategic priorities or are no longer financially profitable, or forced upon financial institutions by governments and regulators.

Top 50 Global Deals: Breakdown by Region and Value(2011 – 2013)

Source: Grant Thornton Analysis

2013

2012

2011

Top 50 Global Deals by Region(2011 – 2013)

Western Europe

North America

Southeast Asia

Latin America

Middle East and Africa

Source: Grant Thornton Analysis

Page 9: Global insurance M&A trends

0

500,000

1,000,000

1,500,000

2,000,000

2008 2009 2010 2011 2012

US$

Mill

ion 35%

22%

8%

31%

4%

Global Insurance – Mergers and Acquisitions 9

Top 50 Global Deals (2011-2013)

Prior to the global financial crisis, consolidation drove deal-making activity, partly due to the ease with which institutions could leverage debt, in addition to the availability of funding from Private Equity investors. Moreover, as banks sought to broaden their portfolios, particularly given the increasing appeal of bancassurance products, M&A activity led to further consolidation.

However, with the financial pressures resulting from the crisis came a change in the status quo. Banks were required to rebuild their balance sheets, sometimes by disposing of their non-core businesses. Each trend that typified pre-crisis conditions was systematically reversed by the new norms.

Macroeconomic conditions are showing favourable trends; as 2014 progresses, market conditions are likely to be more akin to those of pre-crisis times, at least in developed markets. The cyclical nature of such trends would suggest that, with improved conditions, deal-making will increase and consolidating trends will return.

Insurance Premium Volume by Region (2008-2012)(2008 – 2012)

Source: Sigma

Western Europe

North America

Latin America

Advanced Asian Markets

Emerging Asia

Top 50 Global Deals Rationale(2011 – 2013)

Divestment by an Insurance Business

Divestment by a Bank

Private Equity

Bolt-on

Unrated

Source: Grant Thornton Analysis of Insurance Intelligence Center

Page 10: Global insurance M&A trends

10 Global Insurance – Mergers and Acquisitions

Western Europe

Page 11: Global insurance M&A trends

0

50

100

150

200

250

300

2009 2010 2011 2012 2013

US$

Bill

ion

0

2

4

6

8

10

12

United Kingdom

France Italy Germany Spain Austria Switzerland

Total

Life

Non-life

Global Insurance – Mergers and Acquisitions 11

Western Europe

Western Europe

Despite recent signs of recovery and improved levels of confidence, uncertainty remains in Western Europe, particularly in the south.

In the current low growth environment, many companies have opted for organic growth over acquisitions, explaining the relatively low volume of deals in the last four years. Nevertheless, with 19% of global deals, as a whole, Europe remains an important location for M&A activity.

Although Europe is often perceived as a single market, the political and macroeconomic panorama varies dramatically from one country to another. The vast difference in deal volume between states is therefore unsurprising. A recent survey by Clifford Chance found that the UK is the most attractive European country for M&A1.

Despite the stringent entry requirements imposed by the Franchise Board, Lloyd’s of London remains one of the most appealing investment propositions. For insurers outside Europe, Lloyd’s guarantees immediate access to a global network of licences, a pool of business and a rating2.

In such a mature market, internal growth opportunities are limited, especially in this uncertain economic climate; consequently, we expect more consolidation in order to achieve economies of scale or capital efficiency, particularly now that the Solvency II timeline is clearer.

1 Clifford Chance. “European M&A: On the road to recovery?”2 Clyde&Co: “M&A activity, A Global Overview 2009-2013”

Austria

Germany

France

Italy

Spain

Switzerland

United Kingdom

Western Europe: Gross Written Premiums(2009 – 2013)

Western Europe: Penetration as a % of GDP(2012)

Source: Insurance Intelligence Center

Source: Insurance Intelligence Center

Page 12: Global insurance M&A trends

47%

10%

27%

4%6% 6%

0

20

40

60

80

100

120

2010 2011 2012 20130

75

150

225

300

375

450

Dea

l Val

ue (U

S$ M

illio

n)

Number of Deals

Average Value of Disclosed Deals

12 Global Insurance – Mergers and Acquisitions

Western Europe

Many European insurers are looking to invest in emerging markets as they offer greater returns. This is particularly true for Property and Casualty, composites and reinsurance firms. However, there is competition for quality targets. Further transactions are motivated by a desire to diversify the product offering and diversify the scope of the distribution model; not only to achieve greater returns, but also due to the pressure from rating agencies that may apply pressure to firms that do not offer a wide range of products in various regions3.

The Lloyd’s Market will continue to entice deal-makers, its global standing and exposure to a highly diverse portfolio of risk regardless of market conditions appeals to international insurers looking to expand their global footprint. The similarity in risk profile between the Lloyd’s Market and reinsurers or Property and Casualty specialists, remains attractive.

Meanwhile, as a mature market showing signs of renewed macroeconomic growth, Grant Thornton does not expect to see major structural changes in M&A activity in the near future. Deal-making is likely to be on an opportunistic basis, partly driven by disposals.

Western Europe: Target Company by Subsector(2011 – 2013)

Accident and Healthcare

Insurance Distribution

Life Insurance

Non-Life Insurance

Reinsurance

Services

Europe: Number of Deals and Average Deal Value(2010 – 2013)

Source: Grant Thornton Research and Insurance Intelligence CenterSource: Grant Thornton Research and Insurance Intelligence Center

The United Kingdom is widely perceived as the most attractive

M&A market in Europe.

Germany and Scandinavian countries complete the list of the most attractive countries. All are stable environments in which to operate and have remained

relatively resilient to much of the financial turmoil witnessed in Southern Europe since 2008.

3 Ibid 2

Page 13: Global insurance M&A trends

11

10

9

0

10

20

30

40

50

60

70

80

United Kingdom

France Italy Germany Spain Austria Switzerland

2010

2011

2012

2013

6 France – Russia 8 Netherlands 9 Poland

10 Italy – Luxembourg – Switzerland

– Ukraine

Global Insurance – Mergers and Acquisitions 13

Western Europe

Europe: Volume of Insurance M&A Deals(2010 – 2013)

Source: Grant Thornton Research and Insurance Intelligence Center

1 Source: Towers Watson

Source: Insurance Intelligence Center

Lloyd’s M&A Transactions

(2010 – 2013)

2011

2012

2013

UK life insurers are being affected by the Retail Distribution Review which encourages customers to shop around for better deals and increases competition.

Life insurer Partnership Assurance, owned by private equity firm Cinven and valued at £1.8 billion, was floated in June 2013. The flotation presented the firm’s owners with a return of more than seven times their investment. Morgan Stanley and Bank of America managed the IPO. Nevertheless, the company recently suffered a 21% fall in its share price after missing their sales targets and announcing that they don’t expect sales growth.

In its IPO prospectus, Partnership predicted that distribution channels could be “adversely affected” if regulators were to “consider that any of the agreements the group has in

place with distributors are at risk of non-compliance with their interpretation of the rules, or the spirit of, the RDR”.

Similarly, Just Retirement was floated at the beginning of November 2013 but its shares fell 5% on the first day, this is the second experience of the company in public markets. It was bought by a private company in 2009 when its shares were badly affected during the financial crisis.

As public markets re-open through 2014, large deals are likely to be conducted via flotation, particularly as Private Equity firms look for strategic exits.

Case Study: Flotation

The Most Attractive European Countries for M&A1

1 United Kingdom

2 Germany

3 Sweden

4 Norway5 Denmark

Page 14: Global insurance M&A trends

North America

14 Global Insurance – Mergers and Acquisitions

Page 15: Global insurance M&A trends

0

200

400

600

800

1000

1200

2009 2010 2011 2012 2013

US$

Bill

ion

0%

20%

40%

60%

80%

100%

UnitedStates

Canada

Global Insurance – Mergers and Acquisitions 15

North America

North America

Despite the adverse effects of the financial crisis and burgeoning growth in emerging markets, North America continues to dominate the insurance M&A market, contributing over 50% of deals globally, between 2011 and 2013.

This is both a predictable and natural consequence of the size and maturity of the world’s premier insurance market.

Nevertheless, despite the economic signs of recovery, growth is still slow and has been further affected by budgetary disagreements. Compared with previous years where there were suggestions of a recovery, 2013 saw a significant reduction in deal volume in the US. Moreover, average deal value has also decreased every year since 2010 and the number of reported deals in 2013, to date, is only 25% of that in 2010.

Regulation continues to play a key role in both Canada and the USA’s insurance market. Canada’s

historically burdensome regulatory environment, coupled with domestic domination of the market, has made the environment less attractive to foreign companies, which explains the country’s low volume of insurance deals.

Increasing solvency and corporate governance requirements are likely to cause mid-sized and smaller underwriting businesses difficulty. Large insurers possess the resources and capabilities to handle these changes. This could potentially drive consolidation in some of the region’s more fragmented insurance sectors. The Patient Protection and Affordable Care Act, is also propelling consolidation in the healthcare sector.

North America: Gross Written Premiums(2009 – 2013)

United States

Canada

North America: Distribution Channels(2011 – 2013)

Agencies

Bancassurance

Insurance Brokers

E-Commerce

Direct Marketing

Source: Insurance Intelligence Center Source: Insurance Intelligence Center

Page 16: Global insurance M&A trends

0

50

100

150

200

250

300

350

2010 2011 2012 20130

50

100

150

200

250

300

350

2010 2011 2012 2013

Dea

l Val

ue (U

S$ M

illio

n)

0

250

500

750

1000

1250

1500

1750

16 Global Insurance – Mergers and Acquisitions

North America

An improving macroeconomic environment will drive activity through 2014. Grant Thornton believes that, with the emergence of capital-related regulatory requirements, deal activity will pick up and, likely, be marked by consolidation.

Firms will increasingly focus more on management and allocation of capital. More integrated, enterprise-wide approaches to risk management will be unavoidable, particularly for larger insurers.

North America: Volume of Insurance Deals(2010 – 2013)

USA

Canada

North America: Number of Deals and Average Deal Value(2010 – 2013)

Number of Deals

Average Value of Disclosed Deals

Source: Grant Thornton Research and Insurance Intelligence Center Source: Grant Thornton Research and Insurance Intelligence Center

Page 17: Global insurance M&A trends

1% 2%

65%

6%

20%

6%

Accident and Healthcare

Insurance Distribution

Life Insurance

Non-Life Insurance

Reinsurance

Services

Global Insurance – Mergers and Acquisitions 17

In February 2013, Markel Corporation, an underwriter of speciality insurance products, entered into a merger agreement to acquire Alterra Capital Holdings Limited, a Bermudian provider of diversified insurance and reinsurance products for $3.1 billion.

In a joint statement the companies declared: “The combination of Markel and Alterra is expected to create significant benefits for the shareholders of both companies, and to provide a robust foundation for strong financial performance going forward”. This merger brought together different underwriting teams with limited overlap in diverse specialty insurance and reinsurance lines. These complementary business profiles provided important diversification of risk.

Despite seeing some senior departures when the merger was announced, the deal has already attracted increased submissions. Dave Kalainoff, Markel Chief Underwriting Officer,

stated: “We are seeing more quota share opportunities with submissions coming in from companies interested in buying. Pricing on the original business is now getting close to the point where we can support a quota share”.

In August 2013, AM Best affirmed the financial strength rating of A upon Alterra Bermuda Limited and its affiliated operating companies. This rating took into consideration the consolidation and the future benefits to result from its integration into Markel. The rating also confirmed the immediate benefits gained in terms of scale, reach, brand, distribution platform and its leadership position in the excess and surplus lines market place in the United States.

Case Study: Market Consolidation

North America: Target Company by Subsector(2011 – 2013)

North America

Source: Grant Thornton Research and Insurance Intelligence Center

Page 18: Global insurance M&A trends

18 Global Insurance – Mergers and Acquisitions

Asia Pacific

Page 19: Global insurance M&A trends

2009 2010 2011 2012 2013

US$

Bill

ion

0

100

200

300

400

500

0

4

8

12

16

20

India

Singa

pore

South

Korea

Hong K

ong

Japa

n

Taiwan

China

Vietna

m

Malays

ia

Indon

esia

Philip

pines

Thail

and

2010

2011

2012

2013

Global Insurance – Mergers and Acquisitions 19

Asia Pacific

Asia Pacific

With an 11% share of the global market, Asia Pacific closes the gap on the European market.

Deal volumes were flat through 2012 and early 2013, following a raft of activity in 2011 as the region emerged as the primary destination for investors looking for increased Return on Equity.

The deal-making frenzy of 2011 has had a notable impact on valuations in the region. Buyers are often faced with inflated valuations or, some may argue, valuations that better reflect the growth potential of the region. Asian insurers

trade at a median Price to Book (P/B) ratio of 1.731, while deals in Europe and the United States are struck at rates closer to half of that. This suggests that these valuations are prompting hesitation on the part of investors.

Despite considerable investor interest in recent times, the Asian market remains proportionately under-penetrated. This makes for an attractive proposition for investors and acquirers.

China

Indonesia

Japan

Hong Kong

Malaysia

Philippines

South Korea

Asia Pacific: Gross Written Premiums(2009 – 2013)

Source: Insurance Intelligence Center

1 Thompson Reuters

Asia Pacific: Volume of Insurance Deals(2010 – 2013)

Source: Insurance Intelligence Center

Page 20: Global insurance M&A trends

Dea

l Val

ue (U

S$ M

illio

n)

0

10

20

30

40

50

60

20132012201120100

100

200

300

400

500

600

12%

18%

35%

32%

3%

Accident and Healthcare

Insurance Distribution

Life Insurance

Non-Life Insurance

Reinsurance

0

5

10

15

20

Hong K

ong

Japa

n

Singa

pore

South

Korea

Philip

pines

Taiwan

China

Vietna

m

Malays

ia

Indon

esia

Thail

and

Total

Life

Non-life

20 Global Insurance – Mergers and Acquisitions

Asia Pacific

Correlated to strong economic growth, the demand for insurance is growing. Indonesia and Malaysia present a strong case for investment in the region, with penetration rates below 5% of GDP, coupled with growing populations and increasing personal wealth. The Indonesian market continues to grow, premiums having increased 10% year-on-year2, so the opportunity to make investments is considerable.

Deal rationale in the region is dominated by the ambition to expand existing business. Close to 15% of all deals are motivated by a desire to expand geographically.

A significant number of deals originate from better capitalised foreign investors looking to enter the Asian marketplace. Yet, over 60% of all deals originate from within the region.

Opportunities may result from reduction in foreign ownership restrictions, particularly in countries such as India. Despite relatively subdued M&A levels in India in recent times, the government has indicated publicly (both at home and abroad) its intention to increase the current 26% FDI limit to 49%. Yet, there has been political opposition and it is thought that legislation may be further delayed. Nonetheless, India’s large population, growing middle class, significant under-penetration of products and a need for additional capital cannot be filled by local investors alone.

Asia Pacific: Number of Deals and Average Deal Value (2010 – 2013)

Number of Deals

Average Value of Disclosed Deals

Asia Pacific: Target Company by Subsector (2011 – 2013)

Source: Insurance Intelligence Center

Source: Insurance Intelligence Center

2 Grant Thornton Analysis of Insurance Intelligence Center

Asia Pacific: Insurance Penetration as a % of GDP(2012)

Source: Insurance Intelligence Center

Page 21: Global insurance M&A trends

Global Insurance – Mergers and Acquisitions 21

In February 2012, HSBC sold its entire shareholdings (15.57%) in Ping An Insurance (Group) Company of China to Charoen Pokphand Group Company Limited for US$9.39 billion. It is estimated that the bank made US$2.6 billion out of the disposal.

As HSBC’s Chief Executive confirmed, this transaction represents further progress in the execution of the group’s strategy. In 2012, the UK bank sold its general insurance businesses in Hong Kong, Singapore, Argentina and Mexico.

Thanks to this sale, HSBC expects to boost its Core Tier 1 capital ratio by half a percentage point and its total capital ratio by a full percentage point improving its Basel III position.

This acquisition by Charoen Pokphand Group, owned by Dhanin Chearavanont, represents the biggest Chinese acquisition by a Thai entity. An analyst noted that “it makes sense for the group to get its hands in the country’s financial sector as a way to capture some of China’s fast growth”.

Disposals continue to drive the Global Insurance M&A market. Grant Thornton’s analysis of the 50 largest deals between 2011 and 2013 found that 33% of deals were bank disposals. The trend is a direct consequence of the regulatory constraints on banking institutions. Subsequently, many of these disposals court the attention of local insurers looking to diversify their product offerings or expand their geographical presence.

Case Study: Bank disposal

Easy to enter?

The dynamic and unique political and regulatory nuances of the Asian region present myriad challenges to investors. Balancing the attractiveness of the market and potential returns against the challenges they will face is a key success factor for inter-regional deals.

Asia Pacific

Asia Pacific: Market Attractiveness vs. Ease of Entry

0

Non-Life GWP (2011)

10 20 30 40 50

Mar

ket A

ttra

ctiv

enes

s

Ease of Market Entry

180

170

160

150

140

130

120

110

100

90

80

Indonesia HongKong

Singapore

TaiwanMalaysia

Thailand

VietnamIndia

Source: Grant Thornton Analysis

Page 22: Global insurance M&A trends

Latin America

22 Global Insurance – Mergers and Acquisitions

Page 23: Global insurance M&A trends

0

1

2

3

4

PeruEcuadorUruguayMexicoColombia PanamaArgentinaBrazilVenezuelaChile

Total

Life

Non-life

2009 2010 2011 2012 2013

US$

Bill

ion

0

20

40

60

80

Global Insurance – Mergers and Acquisitions 23

Considering the major economic crisis and the periods of political instability that South America went through during the 90’s, the economic recovery of the last decade is more than remarkable.

This region is now prosperous, generally stable and therefore an attractive destination for investors affected by the slow growth and financial volatility of the developed world.

Brazil is the biggest insurance market in the region, the volume of written premiums having doubled in the last five years. Vast infrastructure investments, the recent discovery of oil reserves and the hosting of two sporting mega-events will increase the premium growth potential.

Chile shows the highest insurance penetration rates which are mainly due to the premiums linked to its social security programs. Although Chile’s population is a lot smaller than that of Argentina and Colombia, their Gross Written Premiums are comparable.

Despite progress made in recent years, penetration rates in the region remain low and mainly driven by non-life insurance, offering unprecedented prospects for premium growth.

Latin America

Latin America

Argentina

Brazil

Colombia

Peru

Chile

Mexico

Latin America: Gross Written Premiums(2009 – 2013)

Latin America: Penetration as a % of GDP(2012)

Source: Insurance Intelligence Center

Source: Insurance Intelligence Center

Page 24: Global insurance M&A trends

Dea

l Val

ue (U

S$ M

illio

n)

0

5

10

15

20

25

30

35

20132012201120100

100

200

300

400

500

600

10%

42%

17%

26%

5%

Accident and Healthcare

Insurance Distribution

Life Insurance

Non-Life Insurance

Reinsurance

24 Global Insurance – Mergers and Acquisitions

There has been sustained deal flow in Latin America since 2011, with Brazil, Mexico and Argentina particularly prominent. Although the region is attractive to foreign investors, most of the deals have been internal. Despite the lack of barriers to entry, potential investors must consider the high-market concentration in some of the most attractive countries, such as Brazil or Mexico, where the top five insurers dominate the non-life sector.

Distribution networks and brokers remain principal targets for acquirers, contributing over 40% of total transactions in recent times. The absence of capital volatility associated with underwriting businesses, combined with the regional importance of distribution networks and their subsequent value, ensure these businesses are attractive to a wide range of potential acquirers.

One of the main reasons we have not seen more activity in the region is because the largest international companies such as Zurich, Allianz and MetLife are already present in the market. Undoubtedly, the mild depression of the economy has also had a negative effect on the number of transactions. Nevertheless, the increasing demand for more sophisticated insurance products will continue to attract experienced foreign investors; therefore, we expect strong insurance M&A activity though 2014 and beyond.

Latin America

Latin America: Number of Deals and Average Deal Value (2010 – 2013)

Number of Deals

Average Value of Disclosed Deals

Latin America: Target Company by Subsector (2011 – 2013)

Source: Grant Thornton Research and Insurance Intelligence Center

Source: Grant Thornton Research and Insurance Intelligence Center

Page 25: Global insurance M&A trends

0

4

8

12

16

20

PeruMexicoEcuadorColombiaChileBoliviaBrazilArgentina

2010

2011

2012

2013

Global Insurance – Mergers and Acquisitions 25

Latin America

As part of its plan to grow overseas, UnitedHealth Group Inc. bought 90% of Brazil’s Participações for $4.3 billion. With this acquisition, the American company intends to enter the rapidly growing health market in Brazil, where the expanding middle class is stimulating demand for health-related insurance products.

The company’s Chief Executive, Stephen J. Hemsley, compared Brazil’s potential to the U.S. market several decades ago and stated: “We believe we have never seen a more compelling opportunity for growth, value and service”1.

Although some analysts consider that the price paid for the acquisition is somewhat onerous, it is justified by the country’s growth potential as only one quarter of the population has

private health insurance. Moreover, despite the Brazilian government offering health care services, due to budget constraints, the system is strained. Therefore the demand for such products is expected to grow exponentially.

In the US market, due to burdensome regulation, numerous companies are looking for faster growing companies overseas. On the other hand, foreign companies benefit from the US expertise in the health sector.

Despite the obvious benefits of the deal, United Health will face myriad post-deal regulatory challenges, particularly as Brazilian law does not fully permit foreign ownership of hospitals.

Case Study: UnitedHealth Group acquires 90% of Participações

1 The Wall Street Journal: ‘UnitedHealth to Buy 90% of Brazil’s Amil for $4.3 billion’2 Grant Thornton Analysis of Economist Intelligence Unit, 2013

Latin America: Volume of Insurance Deals(2010 – 2013)

Source: Insurance Intelligence Center

Page 26: Global insurance M&A trends

Middle East and North Africa

26 Global Insurance – Mergers and Acquisitions

Page 27: Global insurance M&A trends

0

1

2

3

4

5

IsraelTurkeyKuwaitJordanOmanMoroccoSyriaUnitedArab Emirates

Bahrain

Total

Life

Non-life

US$

Bill

ion

0

2

4

6

8

10

12

2013201220112010200920082007

Global Insurance – Mergers and Acquisitions 27

Middle East and North Africa

Middle East and North Africa

The IMF states that the “near-term economic outlook for the MENA region has weakened”1.

Deal volumes and values remained relatively robust in the immediate aftermath of the global financial crisis. However, in light of numerous regional conflicts and political transitions, the region faces a period of uncertainty.

Gross Written Premiums have continued to grow, year-on-year, with the non-life market representing close to two thirds of the total premiums written in the region. Though, real premium growth dropped by close to 50% in 2012.

Despite short-term turbulence, social and demographic trends in the region are favourable –

an increasingly affluent and young population, low insurance penetration rates (regionally, 1.1%) and wealthy governments prepared to invest in infrastructure and social welfare. Indeed, projected CAGR growth between 2012-2017 is estimated at 18.1% per annum2.

Cultural hurdles and state-owned businesses remain the primary barriers to more significant M&A activity in the region. Added to this, regulatory restrictions complicate matters; in the United Arab Emirates and Saudi Arabia, all domestic companies must be publicly listed.

Middle East and North Africa: Gross Written Premiums(2007 – 2013)

Middle East and North Africa: Penetration as a % of GDP(2012)

Bahrain

United Arab Emirates

Syria

Morocco

Oman

Jordan

Kuwait

Turkey

Israel

1 IMF Regional Economic Outlook – Middle East and Central Asia, November 20132 M&A Activity, A Global Overview, 2009-2013 – Clyde & Co, 2013

Source: Insurance Intelligence Center

Source: Insurance Intelligence Center

Page 28: Global insurance M&A trends

0

1

2

3

4

5

6

7

Kuwait

Jorda

nOman

Morocc

o

Bahra

inUA

ETu

rkey

Saud

i

Arab

iaQata

rIsr

ael

201120122013

Dea

l Val

ue (U

S$ M

illio

n)

0

5

10

15

20

25

30

2013201220110

100

200

300

400

500

600

700

800

900

19%

23%

16%

42%

Accident and Healthcare

Insurance Distribution

Life Insurance

Non-Life Insurance

28 Global Insurance – Mergers and Acquisitions

Source: Grant Thornton Research and Insurance Intelligence Center

Initial IPOs have brought about strained valuations in the region, with initial share prices often trading at a discount to the underlying Total Net Asset Value (TNAV) of a company.

Deal volume rose through 2011 and 2012, but dipped through 2013, likely as a result of the growing political and social unrest in the region. Despite reduced deal activity, the average deal value increased significantly from 2011 to 2012; an underlying sign of a region with strong medium-term growth prospects.

While inward cross-border deal volumes remain low, countries such as Turkey and the United Arab Emirates are attracting the attention of investors seeking greater returns than in more mature markets. Interestingly, a recent survey by Baker & McKenzie found that 95% of respondents believed that their investment in ‘fragile states’ over the past five years were ‘helpful to very helpful’3. Moreover, Baker & McKenzie found that those investing in ‘fragile states’ were more likely to be from less mature markets, such as Asia and South Africa.

Middle East and North Africa

Middle East and North Africa: Number of Deals and Average Deal Value (2011 – 2013)

Number of Deals

Average Value of Disclosed Deals

Middle East and North Africa: Target Company by Subsector (2011 – 2013)

Middle East and North Africa: Volume of Insurance Deals(2011- 2013)

Source: Grant Thornton Research and Insurance Intelligence Center

Source: Grant Thornton Research and Insurance Intelligence Center

3 Opportunities Across High-Growth Markets, Baker & McKenzie, 2013

Page 29: Global insurance M&A trends

0

2000

4000

6000

8000

10000

12000

14000

16000

18000

2013201220112010200920082007

US$

mill

ion

Global Insurance – Mergers and Acquisitions 29

1 CIA World Factbook, 20132 Thompson Reuters3 Islamic Finance Outlook, Standard & Poor’s, September 20124 Middle East Insurance Review, April 2013

Takaful is an ancient Arab concept, relating to a pooled liability that obliges those who commit offences to pay compensation to their victims.

In its modern-day manifestation, Takaful is commonly referred to as Islamic insurance. The core difference to conventional insurance revolves around cooperative principles and mutual ownership. Takaful policyholders share in, and are liable for, both the profits and losses of pooled funds; with vendors acting, effectively, as fund operators.

Takaful is offered by around 200 companies globally4, in both Muslim and non-Muslim countries. Insurance contributions in the sector have grown by 18% through 2013. Products include both Life and General Insurance risks, with a small number of re-Takaful companies emerging in core markets. Close to half of all the existing Takaful companies are based in Gulf Cooperation Council (GCC) countries, with Malaysia and Indonesia as burgeoning markets.

Takaful

Why Takaful?With Muslims forming over 22% of the world’s population1 and the Islamic world comprising 1.7 billion Muslims3, this is a significant customer-base that insurers can ill afford to ignore. Indeed, Standard and Poor’s observed that, in the Islamic world, “traditional insurers and reinsurers have met with sudden and often aggressive competition from Sharia-compliant Takaful and cooperative providers”2.

While M&A activity in the Takaful segment is limited, particularly relative to traditional deal activity, as the market evolves and insurance penetration rates in Islamic growth regions increases, deal activity is likely to increase significantly.

A number of recent deals have suggested a growing trend towards cross-border transactions between the Gulf and Asia. As deal volume increases, the Takaful sector will grow its credentials as a truly global insurance offering able to make significant inroads in areas that, to date, remain largely under exploited.

Takaful has established itself in regional pockets to capitalise on market opportunity, Takaful requires global operators able to utilise established operational functions and leverage distribution networks to reach a far wider audience.

Middle East and North Africa

Global Takaful Contributions (2007 – 2013)

Levant

South Asia

Africa

GCC

ASEAN

Saudi Arabia

Source: Grant Thornton Analysis of EY Global Takaful Insights, 2013

Page 30: Global insurance M&A trends

Private Equity

30 Global Insurance – Mergers and Acquisitions

Page 31: Global insurance M&A trends

0

2

4

6

8

10

12

14

16

18

20

2013201220110

140

280

420

560

700

840

980

1120

1260

1400

0

10

20

30

40

50

60

70

80

Servi

ces

Risk

Manag

emen

t

Reins

uranc

e

Accid

ent &

Health

careLif

e

Insura

nce

Distrib

ution

Chann

el

Non-Li

fe

Insura

nce

0

5000

10000

15000

20000

25000

30000

35000

40000

45000

Global Insurance – Mergers and Acquisitions 31

Private Equity

Private Equity

With over 130 deals in the last three years, it is evident that the insurance industry has become a popular destination for Private Equity to invest in.

Most deals have taken place in Europe and North America, followed closely by Asia Pacific. The insurance sector is particularly attractive for PE firms looking for investment opportunities in the current low-return market place. Europe is an attractive destination due to the low levels of political risk and the important role that insurers play in the economy.

Our research shows that in recent years PE firms actively sought out non-life insurers and distribution vehicles; these are sectors where investors can achieve greater returns on investment without exposure to underwriting risk.

Certain regulators around the world, especially in Asia, consider that PE firms should not own life businesses. The belief is that the social importance of this sector needs to be protected and therefore private equity houses are not the ideal owners.

In a recent survey by Towers Watson, 45% of respondents saw private equity firms as a driving force behind deal-making, particularly in Europe and North America1.

1 Towers Watson: Surviving the Perfect Storm

Global Private Equity deals(2011 – 2013)

Global Private Equity deals by Industry(2011 – 2013)

Source: Grant Thornton Research and Insurance Intelligence Center

Source: Grant Thornton Research and Insurance Intelligence Center

Number of Deals

Southeast Asia

Europe

North America

Latin America

Deal Value US$M

Southeast Asia

Europe

North America

Latin America

Number of Deals

Deal Value US$M

Page 32: Global insurance M&A trends

Transaction Risks

32 Global Insurance – Mergers and Acquisitions

Page 33: Global insurance M&A trends

3.4 3.6 3.8 4.0 4.2 4.4 4.6 4.8

Pressure to instead return funds toshareholders through buybacks and dividends

Other strategic priorities (capital management,expense control, regulatory challenges)

Difficulty getting funding

Regulatory uncertainty

Concerns about capital adequacy

Soft consumer demand

More attractive opportunitiesin other regions

Price expectation gapbetween sellers and buyers

Volatile economicenvironment

Global Insurance – Mergers and Acquisitions 33

Transaction Risks

Transaction Risks

As the macroeconomic environment in the developed economies improves, Boards might become less risk adverse.

There is currently more clarity around crucial regulations for the industry, such as Solvency II, Global Systematically Important Insurers (GSII) and Dodd-Frank. As Clyde & Co point out: “The uncertainty around these criteria has meant that some companies have been deterred from substantial acquisitions in case that would put them into the GSII category”2. Regulatory transparency might have a positive effect on the number of deals undertaken and, ultimately, completed.

While the majority of M&A activity is focused on achieving business growth or expansion into new markets; a recent survey by AONHewitt3 found that “companies do not normally have a well defined strategy to address cultural issues”. From a peak in 2008, the number of insurance deals that have been withdrawn has steadily fallen. Nevertheless, the data on withdrawn deals is very scarce as companies avoid talking about deal failure.

Impediments to acquisitions in the EMEA insurance sector

Source: Towers Watson

1 Clifford Chance. “European M&A: On the road to recovery?”2 M&A Activity, A Global Overview, 2009-2013 – Clyde & Co, 2013

Page 34: Global insurance M&A trends

“In domestic deals, cultural differences

between two organisations are a soft issue, in

international M&A, culture suddenly becomes a very

hard issue.”

34 Global Insurance – Mergers and Acquisitions

Companies face many challenges after a deal is completed and there is no a single reason why a deal might fail; nevertheless, the integration of people and culture is one of the most important factors for the success of a deal. Although most organisations successfully identify cultural integration as a top priority, it is still the most common factor for deal failure.

0

2

4

6

8

10

12

14

Q12013

Q32012

Q12012

Q32011

Q12011

Q32010

Q12010

Q32009

Q12009

Q32008

Q12008

Q32007

Q12007

Q32006

Q12006

Transaction Risks

Withdrawn Global Insurance Deals (2011 – 2013)

Source: Thompson Reuters

3 Culture Integration in M&A, AONHewitt

Page 35: Global insurance M&A trends

Global Insurance – Mergers and Acquisitions 35

Page 36: Global insurance M&A trends

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