Tokio Marine Holdings/Delphi Financial Group
On Deceber 21, 2011, Tokio Marine Holdings, Inc. (TMHD) and Delphi Financial Group, Inc. (Delphi) (NYSE: DFG) entered into a definitive agreement under which TMHD will acquire all outstanding shares of Delphi, a leading financial services holding company comprised of specialty life and property & casualty insurance and insurance-related businesses, for $43.875 per Class A share and $52.875 per Class B share in cash, through TMHD's wholly owned subsidiary, Tokio Marine & Nichido Fire Insurance Co., Ltd. (TMNF). In addition, Delphi shareholders will receive $1.00 in cash per share pursuant to a one-time special dividend from Delphi for each share of Class A and Class B stock they own.
The total transaction value is approximately U.S. $2.7 billion and is expected to close in Q212.
Detail:
"Under the terms of the agreement, Tokio Marine will acquire 100% of the shares of Delphi for $43.875 per Class A share and $52.875 per Class B share in cash. In addition, Delphi shareholders will receive $1.00 in cash per share pursuant to a one-time special dividend from Delphi to be paid shortly after closing. Delphi shareholders will also continue to receive their regular quarterly dividends until the transaction closes. The acquisition will be financed through the utilization of Tokio Marine Group cash on hand together with borrowings.
The Board of Directors of TMHD and a Special Committee of the independent directors of Delphi (Special Committee) have unanimously approved the transaction. The transaction was also approved by the Board of Directors of Delphi. In addition, Robert Rosenkranz, who represents 49.9% of Delphi’s votes, has agreed to vote in favor of the transaction. The Special Committee determined that the transaction is fair to and in the best interests of the Class A shareholders. The acquisition is subject to the approval of Delphi shareholders, including approval by the holders of a majority of the Class A shares, other than TMHD, Mr. Rosenkranz, Delphi’s directors and officers and their affiliates, and the approval of various regulatory authorities in Japan and the U.S., as well as other customary closing conditions. The transaction is expected to close in the second quarter of 2012.
Macquarie Capital acted as financial advisor to Tokio Marine in this transaction and Sullivan & Cromwell LLP provided external legal counsel. Lazard acted as financial advisor to Delphi’s Special Committee of Independent Directors of its Board of Directors and Cravath Swaine & Moore LLP provided external legal counsel to the Special Committee. Morris, Nichols, Arsht & Tunnell LLP provided external legal counsel to Delphi."
The total transaction value is approximately U.S. $2.7 billion and is expected to close in Q212.
Detail:
"Under the terms of the agreement, Tokio Marine will acquire 100% of the shares of Delphi for $43.875 per Class A share and $52.875 per Class B share in cash. In addition, Delphi shareholders will receive $1.00 in cash per share pursuant to a one-time special dividend from Delphi to be paid shortly after closing. Delphi shareholders will also continue to receive their regular quarterly dividends until the transaction closes. The acquisition will be financed through the utilization of Tokio Marine Group cash on hand together with borrowings.
The Board of Directors of TMHD and a Special Committee of the independent directors of Delphi (Special Committee) have unanimously approved the transaction. The transaction was also approved by the Board of Directors of Delphi. In addition, Robert Rosenkranz, who represents 49.9% of Delphi’s votes, has agreed to vote in favor of the transaction. The Special Committee determined that the transaction is fair to and in the best interests of the Class A shareholders. The acquisition is subject to the approval of Delphi shareholders, including approval by the holders of a majority of the Class A shares, other than TMHD, Mr. Rosenkranz, Delphi’s directors and officers and their affiliates, and the approval of various regulatory authorities in Japan and the U.S., as well as other customary closing conditions. The transaction is expected to close in the second quarter of 2012.
Macquarie Capital acted as financial advisor to Tokio Marine in this transaction and Sullivan & Cromwell LLP provided external legal counsel. Lazard acted as financial advisor to Delphi’s Special Committee of Independent Directors of its Board of Directors and Cravath Swaine & Moore LLP provided external legal counsel to the Special Committee. Morris, Nichols, Arsht & Tunnell LLP provided external legal counsel to Delphi."
