Slaughter and May is advising RSA on £7.2 bn recommended cash offer

Slaughter and May is advising RSA Insurance Group plc on the £7.2bn recommended cash offer for RSA’s entire issued and to be issued share capital made by a subsidiary of Intact Financial Corporation, acting in consortium with Tryg A/S. Pursuant to the transaction, Intact will retain RSA's Canadian, UK and International operations, Tryg A/S will retain RSA's Swedish and Norwegian businesses, and Intact and Tryg will co-own RSA's Danish business. The offer was announced on 18 November 2020.

Under the terms of the transaction, each RSA shareholder will be entitled to receive 685 pence in cash for each RSA share. In addition, RSA shareholders will continue to be entitled to receive the previously announced interim dividend of 8 pence per RSA share.

The transaction will be funded through a combination of debt facilities and equity raises by both bidders and is subject to antitrust and financial regulatory approvals in a number of jurisdictions in which RSA operates.

The transaction is intended to be effected by a court-sanctioned scheme of arrangement and is expected to complete during the second quarter of 2021.

The announcement follows agreement having been reached by Intact and the trustees of each of RSA’s UK defined benefit pension schemes.

Slaughter and May is working closely with the RSA legal and company secretarial team headed by Charlotte Heiss (General Counsel and Company Secretary), and including Robyn Butler-Mason (Senior Legal Counsel, Group Legal) and Chris Smyth (Deputy Group Company Secretary), and is leading an integrated team of law firms including Bech-Bruun in Denmark and Stikeman Elliott in Canada.

RSA Insurance Group plc is a focused international insurance group, operating large general insurance markets of the UK, Scandinavia and Canada, together with supporting international business in Ireland, Continental Europe and the Middle East.

Intact Financial Corporation is the largest provider of property and casualty (P&C) insurance in Canada and is a leading provider of specialty insurance in North America. Tryg A/S is one of the leading non-life insurance companies in the Nordic region with activities in Denmark, Norway and Sweden.

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