ICICI Lombard General Insurance Company Limited completed the acquisition of non-life insurance business of Bharti AXA General Insurance Company Limited.
September 07, 2021
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ICICI Lombard General Insurance Company Limited (BSE:540716) agreed to acquire non-life insurance business of Bharti AXA General Insurance Company Limited ('Bharti AXA') for INR 46.4 billion on August 21, 2020. Under the terms of the transaction, the consideration will be settled through issuance of 35.8 million shares. Bharti Enterprises, 51% stakeholder in Bharti AXA, will be issued 18.2 million shares and Societe Beaujon, 49% shareholder in Bharti AXA, will be issued 17.5 million shares. The shareholders of Bharti AXA will receive 2 shares of ICICI Lombard for every 115 shares of Bharti AXA. Shareholding pattern under ICICI Lombard currently constitutes 51.89% stake held by the promoters and 48.11% stake held by public. Post completion of the transaction, 48.11% stake will be held by the promoters and 51.89% stake will be held by public. Post completion of the transaction, Bharti AXA shareholding pattern shall not change. Bharti AXA's non life insurance business will be demerged into ICICI Lombard General Insurance through a scheme of arrangement.
The transaction represents HY 2020 P/BV multiple of more than 5 times. Post completion of the transaction, agents under Bharti AXA will join ICICI Lombard. The transaction is subject to statutory approvals, approvals from Insurance Regulatory and Development Authority of India, Competition Commission of India, The Securities and Exchange Board of India, Stock Exchanges, Reserve Bank of India, NCLT and approval of shareholders of both ICICI Lombard & Bharti AXA and creditors. The board of ICICI Lombard and Bharti AXA have approved the transaction. On September 14, 2020, the transaction is approved by Reserve Bank of India. As of November 2, 2020, the transaction was approved by Competition Commission of India. As of November 3, 2020, BSE Limited and National Stock Exchange of India Limited have issued their observation letters with 'no adverse observation/ no-objection', to the proposed scheme. On November 27, 2020, the transaction has received in-principle approval of Insurance Regulatory and Development Authority of India. The transaction is expected to close by fourth quarter of 2020. The transaction is expected to result in one-time positive Net Income impact of approximately €0.2 billion (INR 17.7 billion) in AXA Group’s FY 2021 consolidated financial statements and is expected to be value accretive for ICICI Lombard. As of June 4, 2021, the transaction has been approved by NCLT. As of September 3, 2021, Insurance Regulatory and Development Authority of India granted the final approval for the acquisition.
Ernst & Young LLP and MKSA & Associates acted as the accountant for ICICI Lombard. Ernst & Young Merchant Banking Services LLP acted as fairness opinion provider for the Board of ICICI Lombard. Ernst & Young LLP acted as financial advisor for ICICI Lombard and Bharti AXA. Shishir Vayttaden, Dhruv Singhal, Indranath Bishnu, Avaantika Kakkar, Vijay Pratap Singh Chauhan and Komal Gupta of Cyril Amarchand Mangaldas acted as legal advisors of Bharti Enterprises Limited. Talwar Thakore & Associates acted as the legal advisor for AXA, parent company of Societe Beaujon. Deloitte Touche Tohmatsu India, LLP and Willis Towers Watson Actuarial Advisory LLP acted as due diligence provider for ICICI Lombard. Shameek Chaudhuri, Arvind Ramesh and Bharat Budholia of AZB & Partners acted as legal advisor to ICICI Lombard General Insurance. Kunal Thakore, Deepa Christopher and Neville Golwalla of Talwar Thakore & Associates was the legal adviser to AXA, a shareholder of Bharti AXA.
ICICI Lombard General Insurance Company Limited (NSEI:ICICIGI) completed the acquisition of non-life insurance business of Bharti AXA General Insurance Company Limited on September 8, 2021. All conditions required for effectiveness of the Scheme have been fulfilled. As ogf September 29, 2021, Insurance regulator Insurance Regulatory and Development Authority of India (Irdai) has given its final approval for the transaction.
ICICI Lombard General Insurance Company Limited is an India-based general insurance company. The Company offers a comprehensive and diversified range of products through multiple distribution channels, including motor, health, crop, fire, personal accident, marine, engineering, and liability insurance. Its segments include Fire, Marine, Health including Personal Accident, Miscellaneous, Crop Insurance and Motor. Its Health including Personal Accident segment includes health retail, health group corporate and health government business. Its Miscellaneous segment includes miscellaneous retail and miscellaneous group corporate business. Its motor insurance includes car insurance, bike insurance and motor floater. Its health insurance includes Health AdvantEdge, MaxProtect, health booster, personal protect, Arogya Sanjeevani Policy, Saral Suraksha Bima and others. Its other insurances include crop insurance, NRI insurance, cyber insurance, ICICI Bharat Griha Raksha Policy and others.
ICICI Lombard General Insurance Company Limited completed the acquisition of non-life insurance business of Bharti AXA General Insurance Company Limited.