April 29, 2025 | Insurance | Europe | Active
On 22-Apr-25, Swiss insurers Baloise and Helvetia announced an all-share merger to create the country’s second-largest insurance group. Under the agreed terms, Baloise shareholders will receive 1.0119 Helvetia shares for each Baloise share, a ratio based on the 30-day volume-weighted average price at both companies. The merger ratio will be adjusted to reflect any dividends other than FY’24 dividends. Shareholders of both companies approved FY’24 ordinary dividends at respective AGMs held on 25-Apr-25, and both distributions traded ex- on 29-Apr-25: CHF 8.10 per Baloise share and CHF 6.70 per Helvetia share. These dividends do not trigger any adjustment, but subsequent ones will. The merger is structured as a merger-of-equals, with Baloise being absorbed into Helvetia. The merged entity, to be named Helvetia Baloise Holding, will trade under the ticker HBAN on the SIX Swiss Exchange, with a pro forma board composed of seven members from Helvetia and initially seven from Baloise (after Baloise confirmed it will not nominate a seventh member). Thomas von Planta, Baloise’s Chairman, will lead the board, while Helvetia’s Ivo Furrer will serve as Vice-Chair. Helvetia’s CEO, Fabian Rupprecht, will head the combined group as CEO, and Baloise’s CEO, Michael Müller, will become Deputy CEO and Head of Integration. Basel will serve as the company’s registered headquarters. The merger requires approval from both sets of shareholders at EGMs scheduled for 23-May-25, as well as regulatory clearances from competition and financial authorities across Switzerland and the EC. Helvetia’s anchor shareholder, Swiss Cooperative Patria Genossenschaft (private, 34.1% stake in Helvetia), which recently acquired Cevian Capital’s 9.4% stake in Baloise, supports the transaction. The merger agreement includes ...
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