Helvetia Baloise (HBAN) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates the second largest insurance group in Switzerland with a ~20% market share and a top-10 position in Europe, enhancing scale and relevance in both Swiss and European markets.

• Combines over 22,000 employees and CHF 20 billion in business volume across 8 countries, leveraging complementary geographic and business line strengths.

• Both companies share deep mutual knowledge, similar values, and aligned strategic goals, with strong Swiss roots and technical excellence.

• The merger aims to unlock further potential in the Swiss client base, expand specialty and insurebanking offerings, and enhance customer proximity and distribution networks.

• The deal is structured as a merger of equals, with balanced governance and a unified executive team.

Financial terms and conditions

• Fixed exchange ratio set at 1.0119 new Helvetia shares for each Baloise share, resulting in near 50/50 ownership and 100% stock consideration.

• Company to be named Helvetia Baloise Holding Ltd, headquartered in Basel, and listed as "HBAN".

• Board split evenly (7 Helvetia, 7 Baloise); CEO from Helvetia, Deputy CEO/Head of Integration from Baloise.

• Both companies will pay ordinary dividends for FY2024 prior to merger completion, subject to shareholder approval.

• Baloise's share buyback program will not proceed if the merger is approved.

Synergies and expected cost savings

• Run rate cost synergies of approximately CHF 350 million pre-tax and pre-policyholder participation, with about 80% realized by 2028.

• Two-thirds of cost synergies from FTE reductions, mainly in Switzerland and Germany; one-third from non-FTE costs such as IT and administration.

• Integration costs estimated at CHF 500–600 million, mainly incurred by end of 2028.

• Additional CHF 220 million annual cash generation expected from synergies and a 20% uplift in dividend capacity by 2029.

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