Bâloise Holding (BALN) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates Switzerland's second-largest insurance group, Helvetia Baloise, with a ~20% market share and a top-10 position in Europe, leveraging over 160 years of combined expertise.

• The combined group will have a business volume of CHF 20 billion across 8 countries and over 22,000 employees, enhancing scale and diversification.

• The merger leverages complementary geographic and business line strengths, with a balanced portfolio across life, non-life, specialty, and insurance banking.

• The deal is structured as a merger of equals, with strong cultural alignment, similar business models, and a focus on unlocking value from complementary assets.

• Strategic focus includes technical excellence, capital efficiency, and sustainable growth in specialty and insurance banking segments.

Financial terms and conditions

• Fixed exchange ratio of 1.0119 new Helvetia shares for each Bâloise share, resulting in near 50/50 ownership; pro forma 2024 figures: CHF 20.2 billion business volume, CHF 867 million net income, CHF 7.3 billion equity.

• Both companies will pay ordinary dividends for FY2024, subject to shareholder approval; Bâloise's share buyback will not proceed if the merger is approved.

• The new entity, Helvetia Baloise Holding Ltd, will be headquartered in Basel and listed on SIX Swiss Exchange under ticker "HBAN."

• Board will have 14 members (7 from each company); CEO: Fabian Rupprecht; Deputy CEO & Head of Integration: Michael Müller.

Synergies and expected cost savings

• Run-rate pre-tax cost synergies of CHF 350 million expected, with about 80% realized by 2028; two-thirds from FTE reductions, one-third from non-FTE costs.

• Integration costs of CHF 500–600 million, mostly incurred by end of 2028.

• Cash run-rate synergies after tax and policyholder participation estimated at CHF 220 million, supporting a 20% uplift in dividend capacity by 2029.

• Additional upside from capital and revenue synergies anticipated over time.