Pitch Best Deal 2023: a.s.r acquires Aegon Nederland

Stem op deze deal via de stempagina: Mena.nl/genomineerden-best-deal-2023

Name of the deal: Business combination of a.s.r. and Aegon Nederland.
Date announced: 27-10-2022
Date closed: 4-7-2023
Published value: € 4.9 billion
Buyer(s): ASR Nederland N.V.
Target: AEGON Nederland N.V.
Seller: AEGON N.V.

Involved firms and advisors

Involved firms and advisors buy side:
Financial advisors: Rothschild & Co, UBS

Legal advisor: NautaDutilh

Tax advisors: NautaDutilh, PwC

Financial DD advisor: PwC

PR advisor: CFF Communications

Involved firms and advisors target:
Financial advisor: JP Morgan

Legal advisor: De Brauw Blackstone Westbroek

Involved firms and advisors sell side:

Financial advisor: JP Morgan

Legal advisors: De Brauw Blackstone Westbroek, Stibbe (to Vereniging Aegon)
Tax advisors: De Brauw Blackstone Westbroek, Deloitte

Pitch

Brief Description of the Deal:

The business combination of a.s.r. and Aegon Nederland, reinforces a.s.r.’s position as the leading insurer in the Netherlands. This merger marks the largest European insurance transaction in 2023, strengthening a.s.r.’s leadership positions in profitable and growing market segments. The transaction encompasses all insurance activities, including mortgage origination and servicing operations, distribution and service entities, and Aegon Nederland’s banking business. The total consideration amounts to EUR 4.9 billion, comprising newly issued ordinary shares to Aegon and a cash consideration of EUR 2.5 billion.

Why Should This Deal Win the Award for Best Deal 2023?

This transaction deserves recognition as the best strategic deal of the year, constituting a high-profile merger between two Dutch insurance giants, resulting in leadership in the Dutch pension, life, and non-life insurance markets. It is also the largest European insurance transaction in 2023 and the largest-ever insurance transaction in the Dutch market.

Deal Rationale:

This strategic merger between two major Dutch insurers creates a strong and sustainable leading insurer. a.s.r. ascends as the market leader in pensions and secures the second position in the life insurance sector.

Impact of the Deal for the Company:

The combined businesses enhance a.s.r.’s competitive standing due to increased scale, renowned brands, and improved systems. Additionally, Aegon Nederland’s robust presence in the Dutch residential mortgage market complements a.s.r.’s operations, allowing them to leverage Aegon Nederland’s distinct mortgage sourcing and funding capabilities.

The transaction encompasses all Aegon Netherlands’ insurance operations, including Life, Pensions, Non-Life, mortgages, distribution and services businesses, and banking activities. a.s.r. has paid 4.9 billion euros to Aegon, partially funded by newly issued shares and tier 2 notes. The combined company, boasting 6,700 employees and serving 6.7 million Dutch customers, offers new career opportunities and professional development, enriching its talent pool, all guided by the principle of “One company, one culture.”

Impact of the Deal for Direct Stakeholders:

a.s.r. will serve as the primary brand, while the Aegon brand will remain in the Dutch market for three more years, specifically for pensions and mortgages. The Utrecht branch of a.s.r. will become the headquarters of the new combination, with the Executive Board of a.s.r. remaining unchanged, leading the combined entity. The CEO’s term extends until the 2026 AGM, and the Supervisory Board of a.s.r. expands following the deal’s completion, with two additional members nominated by Aegon: Lard Friese (CEO of Aegon N.V.) as a non-independent supervisory director and Daniëlle Jansen Heijtmajer as an independent supervisory director.

Impact of the Deal on Society:

The merger forms a robust and sustainable leading insurer. With the combined strength of both companies, a.s.r. can seize opportunities in growing market segments such as Pensions and Income, ensuring that customers can continue to rely on excellent products and services.

What Was Most Complex About This Deal?

This complex transaction involved multiple stakeholders, particularly notable due to the consolidation of two major Dutch insurance organizations. Challenges included the intricate integration of various asset management funds, comprehensive agreements for integrating various (IT) systems, securing competition clearance for the merger of two competitors, and addressing regulatory aspects given the diverse nature of these businesses.