Baloise and Helvetia join forces to create the second largest insurance group in Switzerland and a leading European insurer
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Baloise Holding AG / Key word(s): Mergers & Acquisitions
Basel / St. Gallen, 22.04.2025. The Boards of Directors of Baloise Holding Ltd (“Baloise”) and Helvetia Holding Ltd (“Helvetia”), two leading Swiss composite insurance groups, propose to form “Helvetia Baloise Holding Ltd” (“Helvetia Baloise” or the “Group”) by way of a merger of equals. With a business volume of CHF 20 billion across 8 countries and a global Specialty business, Helvetia Baloise will become the second largest insurance group in Switzerland and a leading European insurer. The high degree of cultural and strategic alignment offers a unique opportunity for a seamless integration, strengthening the Group for a new chapter of focused, yield-oriented growth. The merger is expected to generate run-rate pre-tax cost synergies of approximately CHF 350 million before policyholder participation, in addition to existing cost efficiency programmes, enhancing the distribution capacity and creating significant value for all its stakeholders. Key terms Merger structure and exchange ratio
Leadership and governance framework
Approval process
_____ 1 Reflecting adjustment for proposed dividends 2 Detailed information on the composition of the Board of Directors can be found in the shareholders' brochure on the planned merger on the websites of both companies 3 Detailed information on the composition of the Group Executive Board can be found in the shareholders' brochure on the planned merger on the websites of both companies A significant milestone in the Swiss insurance industry Thomas Schmuckli, Chairman of Helvetia Holding Ltd, adds: “Leveraging our strong positioning in the market, we as two medium-sized listed insurance groups can tackle future challenges together supported by increased scale, improved profitability and a highly attractive value proposition for all our stakeholders. This merger is not just a strategic move; it is a commitment to our values and vision for a sustainable future. We are confident that Switzerland, as a business location, our customers, partners, employees and shareholders will benefit from this decision. Together, we are stronger and better equipped to drive growth in the future.” Pro forma combined figures (unaudited)
Strategic rationale: leverage strategic advantages for growth and innovation The merger will create a leading composite insurance group in both Switzerland and Europe with more than 22,000 employees and a combined CHF 8.6 billion in gross premiums8 in the Life business and CHF 11.5 billion in the Non-Life business. In its home market Switzerland, Helvetia Baloise will become the second largest insurance group in terms of overall business volume, reaching a market share of ~20% across all business lines (Life and Non-Life). It will also be the largest insurance employer. Beyond Switzerland, Helvetia Baloise will become a leading insurer with attractive positions in its European markets of Germany, France, Italy, Spain, Belgium, Austria, and Luxembourg as well as in its global Specialty business. The merger will combine similar strategies and leverage complementary strengths with a full suite of innovative insurance products and financial services. The similar scale, complementary markets, and high synergy potential make this transaction a unique opportunity for sustainable value creation. Strong cultural alignment, rooted in both companies’ 160-year histories in Switzerland, provides the best possible condition for a successful integration. _____ 8 Including Life deposits Significant synergies with attractive value creation The merger is expected to create approximately CHF 350 million pre-tax cost synergies, before policyholder participation, in addition to current cost efficiency plans, of which ~80% is projected to be realised by 2028. To achieve the cost synergy targets, total integration costs of approximately CHF 500-600 million in the coming years are expected, most of which are foreseen to be incurred by 2028. As a result, additional cash generation9 of ~CHF 220 million on a run-rate basis and ~20% dividend capacity uplift by financial year 2029 compared to current standalone consensus forecasts and extrapolations are expected. Helvetia Baloise will benefit from a very strong solvency capital position with an estimated SST ratio of more than 240% as of 1 January 2025. Additional upside from capital and revenue synergies will materialise over time. Any merger-related job reductions in countries where there is duplication will be implemented before 2029 and shall be achieved by natural attrition and early retirement whenever possible. Helvetia Baloise is committed to managing this process in a socially responsible manner with fairness and support for the people affected.
_____ 9 Post-tax and net of impact from policyholder participation and profit-sharing mechanism Strong commitment to customers, partners, and employees Helvetia Baloise is deeply committed to its customers, partners, and employees, ensuring that their needs and aspirations are at the forefront of their business. The merger will significantly improve customer proximity by expanding the companies’ capabilities and enlarging their individual distribution networks, allowing the Group to serve its joint customers more efficiently and effectively. By leveraging complementary strengths and best practices, the Group will further enhance its customer service. The strong cultural alignment is further strengthened by a dedicated management team, which will ensure that Helvetia Baloise is led in the long-term interests of its customers, partners, employees and shareholders. Fabian Rupprecht, CEO of Helvetia says: “We are very excited about this amazing opportunity to build a European insurance leader with strong Swiss roots. Helvetia Baloise will become the largest employer in the Swiss insurance industry with the greatest possible proximity to customers. This, coupled with the combined expertise of two players that each have been successful for over 160 years, are key factors for future success and sustainable value generation for all our stakeholders.” Michael Müller, CEO of Baloise concludes: “The complementary strengths of the two companies make Helvetia Baloise a relevant insurance and finance partner with Swiss roots and a strong market presence in Europe. The merger adds gravity in our markets and unlocks a new era and opportunities to deliver focused, yield-oriented growth to our shareholders. This is a unique chance to consolidate our position as a leading European insurance and financial services provider.” Boards of Directors of Baloise and Helvetia propose to their shareholders to approve the merger The parties have concluded that a merger of equals by way of absorption is the most efficient and tax-neutral transaction structure. The combined entity will be renamed “Helvetia Baloise Holding Ltd”. As part of the merger, Baloise shareholders will receive 1.0119 new Helvetia shares for each Baloise share10. The share exchange ratio was determined based on the volume-weighted average prices (VWAP) of the shares of both companies over the last 30 trading days preceding the announcement. 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. The fairness opinion is available here. 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 23 May 2025. Patria Genossenschaft, the largest shareholder of Helvetia, which currently holds 34.1% of the share capital of Helvetia, has already committed to vote in favour of the merger. The merger agreement, the joint merger report, the report of the joint merger auditor, the fairness opinion, all dated 21 April 2025, as well as a shareholders' brochure on the planned merger will be available for inspection at the registered offices of both Baloise and Helvetia as of today. The annual reports of the last three years of both companies will also be available. These documents can also be viewed and downloaded from the websites of the two companies at www.baloise.com/merger and www.helvetia.com/merger-documents. _____ 10 Exchange ratio reflecting adjustment for proposed dividends Next steps
The transaction is expected to close in Q4 2025 and is subject to customary regulatory and anti-trust approvals as well as the approval of the two Extraordinary General Meetings. Each company will distribute ordinary dividends related to their full-year 2024 results subject to approval by shareholders at their respective Annual General Meetings. Baloise’s share buy-back programme will not be implemented, provided that the merger is approved by the shareholders at the Extraordinary General Meetings. 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. Morgan Stanley & Co. International plc is acting as lead financial advisor and Lenz & Staehelin served as legal advisor to Baloise in connection with this transaction. UBS also acted as financial advisor to Baloise. J.P. Morgan Securities plc is acting as exclusive financial advisor and Walder Wyss is acting as legal advisor to Helvetia. Contact About Baloise End of Inside Information |
| Language: | English |
| Company: | Baloise Holding AG |
| Aeschengraben 21 | |
| 4002 Basel | |
| Switzerland | |
| Phone: | +41 61 285 85 85 |
| Fax: | +41 61 285 70 70 |
| E-mail: | media.relations@baloise.com |
| Internet: | https://www.baloise.com |
| ISIN: | CH0012410517 |
| Listed: | BX Berne eXchange; SIX Swiss Exchange |
| EQS News ID: | 2121072 |
| End of Announcement | EQS News Service |
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2121072 22-Apr-2025 CET/CEST
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