The non-life insurance business of Bharti Axa will merge with the Lombard, ICICI general insurance business through a scheme of arrangement. “The proposed transaction provides a meaningful opportunity for ICICI Lombard to consolidate its market-leading position in the non-life insurance sector, becoming the third-largest non-life insurer,” said the companies in a joint statement on Saturday.
The combined entity will have a market share of 8.7 % on a Proforma basis, they stated without giving financial details., Managing Director and CEO of ICICI Lombard General Insurance, Bhargav Dasgupta said this is a landmark step in the journey of ICICI Lombard. “We are confident that the transaction will be value accretive for our shareholders. We are excited by the capabilities and strengths that Bharti Axa will add to our franchise.”
Rakesh Bharti Mittal, Chairman of Bharti Axa General Insurance, stated that the partnership between Bharti and Axa has been successful in laying down a solid foundation in the domestic insurance landscape. “Over the past few years, our business demonstrated consistent growth, forged productive partnerships, and increased the distribution footprint significantly.” “We are confident that the proposed amalgamation of our business with ICICI Lombard will bring greater business synergies and create value for all stakeholders,” he said.
Bharti Enterprises and French multinational insurer Axa holds 51% and 49% stake respectively in Bharti Axa General. Based on the share exchange ratio recommended by independent valuers and accepted by the respective boards of ICICI Lombard and Bharti Axa, the shareholders of Bharti Axa will receive two shares of ICICI Lombard for every 115 shares of Bharti Axa.
The closing of the proposed transaction is subject to various conditions precedent, including regulatory approvals from Insurance Regulatory and Development Authority of India, Competition Commission of India, Securities, and Exchange Board of India, stock exchanges, Reserve Bank of India, National Company Law Tribunal and shareholders of both companies.
Ernst & Young LLP acted as the exclusive M&A advisor to ICICI Lombard. AZB & Partners acted as the legal advisor to ICICI Lombard. Cyril Amarchand Mangaldas acted as legal advisor to Bharti, and Talwar Thakore & Associates acted as legal advisor to Axa. BDO Valuation Advisory LLP and MKSA & Associates recommended the share exchange ratio for the demerger of Bharti Axa into ICICI Lombard. Ernst & Young Merchant Banking Services LLP provided a fairness opinion to the board of ICICI Lombard.