idontwanttolose
25 Aug 2015
Looks like it was worth the gamble to hold on to RSA shares RSA Ins GrpStatement re Possible OfferStatement re Possible OfferRSA Insurance Group PlcNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"
AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.FOR IMMEDIATE RELEASE25 August 2015RSA Insurance Group plcUpdate regarding Possible Offer for RSA Insurance Group plc (“RSA” or the “Company”The Board of RSA (the “Board” announces that it has received a revised proposal from Zurich Insurance Group (“Zurich” regarding a possible all cash offer for the Company at 550 pence per ordinary RSA share (the “Possible Offer”. In addition, under the terms of the proposal, RSA ordinary shareholders retain the right to receive the 3.5 pence interim dividend announced by RSA on 6 August 2015. The Possible Offer is conditional on, amongst other things, due diligence and the recommendation of the Board.The Board has indicated to Zurich that it would be willing to recommend an offer at the level of the Possible Offer to RSA shareholders subject to the satisfactory resolution of the other terms of the offer. Accordingly, the Board is in discussions with Zurich in relation to these terms.As required by Rule 2.6(a) of the Code, Zurich is required, by not later than 5.00 p.m. on 25 August 2015, to either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer. With the consent of the Takeover Panel, RSA has agreed to an extension of the relevant deadline under Rule 2.6(c) of the Code until 5.00pm on 22 September 2015 to enable the parties to conclude their ongoing discussions. This deadline may be extended further with the consent of the Takeover Panel, at RSA's request, in accordance with Rule 2.6(c) of the Code.Zurich has reserved the right to make an offer for RSA at any time, with a value less than 550 pence per ordinary RSA share (less any dividends declared, made or paid, other than the 3.5 pence interim dividend announced by RSA on 6 August 2015):with the agreement or recommendation of the RSA board;if a third party announces a firm intention to make an offer for RSA pursuant to Rule 2.7 of the Code, which, at the date Zurich announces a firm intention to make an offer for RSA, is valued at a lower price than the equivalent of 550 pence per ordinary RSA share (less any dividends declared, made or paid, other than the 3.5 pence interim dividend announced by RSA on 6 August 2015); orfollowing the announcement by RSA of a whitewash transaction pursuant to the Code.There can be no certainty that any firm offer will be made. This statement is being made by RSA with the consent of Zurich.
Bear and Bull
24 Aug 2015
The only riser today! Out of 100 shares in FTSE 100 RSA was the only riser. This may indicate that a bid from Zurick is imminent.
nk1999
24 Aug 2015
Re: Zurich seeks more time for £5b... I have to disagree with Schwee. We should give more time if needed. Market very jittery at the moment, and at least I will be happy to get my hands on cash at 550p to invest in other opportunities.It will drop like a stone if offer is withdrawn and no extension agreed.I assume Schwee is short and likes that scenario.nk
schwee
24 Aug 2015
Re: Zurich seeks more time for £5bn RS... And so they should not. Zurich should put up or shut up.
idontwanttolose
23 Aug 2015
Zurich seeks more time for £5bn RSA offer [link] certainty RSA will move for an extension, despite friendly talks
idontwanttolose
21 Aug 2015
The British insurer RSA and its Swiss suitor Zurich are still at odds From the TelegraphThe British insurer RSA and its Swiss suitor Zurich are still at odds over the right price for a takeover deal, as the deadline for a formal offer to be made approaches.Ahead of next Tuesday night’s “put up or shut up” deadline, which could be extended if both sides agree, the insurers are trying to find common ground on the value of RSA.However, research by Bernstein has highlighted a gulf between the prices that investors in RSA and Zurich are prepared to accept.RSA shareholders view 572p as a suitable value, or 42p above the level that Zurich investors see as a decent purchase price, the Bernstein survey showed.The gap complicates efforts by advisers to both insurers to meet in the middle. Shortly after news of the bid interest emerged last month, RSA’s camp talked of a price above 600p. Zurich, meanwhile, focused its efforts on a starting price of 525p, which was based on RSA’s performance before its better-than-expected interim results were announced.Evercore, which counts Zurich board member Alison Carnwath among its senior advisers, is now on the team negotiating for the Swiss firm, according to Financial Times. The firm is a longstanding adviser to Zurich, and played a part in the firm's sale of Seven Investment Management earlier this year.Morgan Stanley is also working for Zurich. RSA’s team includes Goldman Sachs and Robey Warshaw.Zurich has $3bn of excess capital that it has earmarked for acquisitions over the next 18 months. However, it has cautioned that it would rather return this money to shareholders than pay for a deal that delivers less than 10pc return on equity.RSA's reaction to the bid interest from Zurich has been lukewarm, with chief executive Stephen Hester stressing that his goal is to deliver returns to long-suffering shareholders after several years of restructuring. "I see no magic in this year [for consolidation] and I see no magic in Zurich vis a vis anyone else," he recently told the Telegraph.Shares in RSA were trading at 490p on Friday, down from a peak of 526.5p on August 4. At this price, the company has a value of just under £5bn.
wind machine
19 Aug 2015
Re: No bid coming? Zurich will be looking to secure a recommendation from RSA Board for shareholders to accept a bid while at the same time negotiating hard to get that recommendation at the lowest possible bid price. Very much agree that this process is taking longer than RSA shareholders would like but recent weakness of FTSE and equity markets in general is playing into Zurich's hands. If markets tank then Zurich will no doubt walk away.
oggs
19 Aug 2015
Re: No bid coming? tend to agree. This is not behaving like an in-play share and certainly not like one where a cash bid at a much higher price is imminent.Have taken a small profit
lostsheep
19 Aug 2015
No bid coming? Well, time is running out for a bid (Tuesday deadline). One more weekend for Zurich to crunch the numbers..I am no way experienced in how these things work, but a couple of things I would read from this is if no bid is forth coming:1) Zurich thought they were going to make a much lower bid around £5 and the jump in share price on speculation has scared them off - talk of £6 was definitely wide of the mark2) It has proved bad news for investors because it didnt shake out anyone else to show interest so talk of RSA as a takeover target is probably put to bed for a while. From Zurich point of view even if they don't bid now they probably have time to wait and watch developments with a chance to try again at a lower price next year...?Anyone want to educate me on why I am completely wrong (please someone tell me I am wrong because if I am in anyway correct then I need to dump my shares before the weekend and the inevitable share price plummet that will happen post Tuesday deadline!)
fortunatas
07 Aug 2015
cheeky bid expect we may not get £6, but £5.99 for the entire company..................
jarfurrank
06 Aug 2015
Re: RSA's strong results could blow Zurich d... Hence the 'pre-emptive' news 'leak' to depress the price!!It allows them (through their advisors), potentially to hoover up more shares at a lower price.So obvious a tactic that in any well regulated economy the FCA would do something about it.........fat chance.What we can expect from (what's laughingly called the regulator) is sweet F.C. All
idontwanttolose
06 Aug 2015
RSA's strong results could blow Zurich deal off course RSA says better weather helped cut payouts and boost results, potentially forcing Zurich to offer more to buy the insurer
idontwanttolose
06 Aug 2015
jarfurrank Re: Zurich homes in on lower price for p... The telegraph article was online last evening, not to day! but as you say it has been super seeded by a better than expected set of RSA results.!! We will have to wait and see what happens now! tho I doubt that they will get one over Hester
jarfurrank
06 Aug 2015
Re: Zurich homes in on lower price for possi... What a strange coincidence...............RSA publish good results and on the same day the Daily Telegraph prints a story (obviously leaked by Zurich and / their advisors), talking down the bid price.
idontwanttolose
06 Aug 2015
Zurich homes in on lower price for possible RSA bid From the Daily TelegraphAdvisers are working on a package worth about 525p per share to buy the British insurance firmZurich’s advisers are weighing up a lower than expected offer to take over the British insurer RSA, The Telegraph understands.Advisers for the Swiss insurance group are said to be basing their preparations for a bid at about 525p per share, working from consensus estimates of RSA’s earning potential.Based on 2016 earnings estimates of 31p per share, which might change after RSA’s interim results due on Thursday, a bid at 527p would imply a price-to-earnings ratio of 17 times and value the entire company at almost £5.4bn.Larger insurance companies listed in London, such as Aviva, Admiral and Prudential, trade on the stock market at prices between 11 and 17 times their expected earnings per share.The price under consideration is likely to disappoint those in the RSA camp who reacted to reports of a 550p proposal last month with calls for a bid of at least 600p.RSA’s £7.6bn pension liabilities have also divided opinion about the firm’s value, and discouraged potential bidders in the past. While Zurich is thought large enough to absorb the costs, the range of pensioners and funds from RSA's previous acquisitions make the group more difficult to break up.The two firms will face questions about the possible marriage when they both report interim results on Thursday morning.Analysts expect RSA to have written new premiums worth almost £3.5bn in the first half of 2015, down from £3.9bn in the same period last year following the sale of some international assets. Pre-tax profits are forecast to total £235m.If chief executive Stephen Hester’s recovery plan for the firm continues as expected, analysts expect full-year premiums and pre-tax profits to stay broadly flat in 2016. Earnings per share would rise to 32.3p, according to consensus estimates compiled by RSA. The figures exclude analysts with connections to the company’s advisers, as well as some anomalous results.Mr Hester aims to complete £250m in cost cuts by 2017, enabling the company to build up dividend payments that were slashed after the accounting problems uncovered in 2013.RSA’s advisers include Goldman Sachs and Robey Warshaw, while Zurich is advised by Morgan Stanley.Zurich is reportedly speaking to banks about raising more than $4bn to help finance its offer, which would also be funded by the insurer’s $3bn cash pile that it has earmarked for acquisitions.Zurich has said that any offer it makes will be in cash, rather than shares.Cevian, the activist investor that bought into RSA’s last year, first declared its stake when the shares were trading at about 450p, adjusted for a subsequent share consolidation. The group has not commented on the bid interest in RSA.Zurich declined to comment
