TOKIO MARINE HOLDING

8766
Delayed Japan Exchange - 01:00 2022-12-05 am EST
2734.50 JPY -0.67%

Tokio Marine : Announcement Regarding Acquirement of Additional Shares of Tokio Marine Newa Insurance by Our Consolidated Subsidiary (Change in Second-tier Subsidiary) (39KB)PDF

08/05/2022 | 02:41am

August 5, 2022

Tokio Marine Holdings, Inc.

President: Satoru Komiya

TSE Code: 8766

Announcement Regarding Acquirement of Additional Shares of Tokio Marine Newa Insurance by

Our Consolidated Subsidiary (Change in Second-tier Subsidiary)

Tokio Marine Holdings, Inc. (President and Group CEO: Satoru Komiya, hereinafter "The Company") and Tokio Marine & Nichido Fire Insurance Co., Ltd. (hereinafter "TMNF"), the Company's consolidated subsidiary, announce that TMNF has decided and reached a definitive agreement today with Tokio Marine Newa Insurance Co., Ltd. (hereinafter "TMNewa") and its major shareholder, Yulon Group, a major automobile related conglomerate in Taiwan, that TMNF will acquire majority share of TMNewa and incorporate TMNewa as its subsidiary.

While the acquirement of shares is subject to approval and authorization by the relevant authorities, we plan to complete the acquirement by September 30, 2022.

1.Purpose of acquirement of shares

Taiwanese non-life insurance market is one of the largest markets in Asia, following Thailand and Indonesia, and is an attractive and profitable market that is expected to grow.

Originally established in 1999 as an insurance company of Yulon Group, TMNewa was formed in 2005 in Taiwan as the Company's equity-method affiliate, with Yulon Group and TMNF as its current major shareholders (TMNF's shareholding ratio is 48.94%). Since its establishment, TMNewa has achieved steady growth through its focus on automobile insurance and strength in online marketing, and has become the fourth largest non-life insurance company in Taiwan.

The number of Covid-19 cases in Taiwan had been kept at a very low level until 2021 but following the change from "zero Covid policy" to "with Covid policy" in April 2022, the number of cases soared rapidly, resulting in Taiwanese non-life insurance market suffering major losses due to Covid insurance which pays out a fixed amount in the event of infection or isolation. Along with the market, Covid insurance related claims had surged at TMNewa, requiring capital injection.

Yulon Group, TMNewa, and the Company have agreed that TMNF shall acquire major stake of TMNewa and take initiatives to improve management, including product development and risk management, to capture future stable profit growth in Taiwan.

Under the Company's leadership, TMNewa will continue to provide industry-leading insurance and loss prevention services to its customers, leveraging its strengths in digital and e-commerce, and the sales network of Yulon Group in Taiwan.

2.Overview of TMNF

(1)

Company Name

Tokio Marine & Nichido Fire Insurance Co., Ltd.

(2)

Location of Registered

2-6-4 Otemachi, Chiyoda-ku, Tokyo

Office

(3)

Name of

Shinichi Hirose, President

Representative

(4)

Nature of Business

Non-life insurance

(5)

Capital

101.9 billion yen

3.Overview of the subsidiary (TMNewa)

(1)

Company Name

Tokio Marine Newa Insurance Co., Ltd.

(2)

Location of Registered

8F-13F, No.130, Section 3, Nanjing E. Rd., Zhongshan District, Taipei City,

Office

Taiwan

(3)

Name of

Chung-Keng Chen, Chairman

Representative

(4)

Nature of Business

Non-life insurance

(5)

Capital

TWD 14,700,000,750(approx. 67.5 billion yen)*

(6)

Date of Establishment

January 20, 1999

Yulon Group

49.33%

(China Motor Co., Ltd

20.57%)

(Yulon Motor Co., Ltd.

17.39%)

Major Shareholders

(Fu Lun Motors Co., Ltd.

3.57%)

(Shung Ye Motor Co., Ltd.

3.34%)

(7)

and Ownership

(Yulon Finance Co., Ltd.

1.94%)

Percentages

(Fortune Motors Co., Ltd.

1.34%)

(Yuea Ching Business Co., Ltd.

1.17%)

Tokio Marine & Nichido Fire Insurance Co., Ltd.

48.94%

Other shareholders

1.73%

Capital

TMNF, a wholly owned subsidiary of the Company, plans

to own 50.18% of TMNewa's common stock.

The Company's

The Company and TMNF will nominate and deploy

(8)

Relationship with

Management

personnel for the majority of directors and key executive

TMNewa

positions.

Business

No relationship to be noted.

(9) TMNewa's Consolidated

Financial Results

in the past three years

Fiscal Year

December 2019

December 2020

December 2021

Net Assets

TWD 9,492M

TWD 9,665M

TWD 11,082M

(JPY 43,623M)

(JPY 44,421M)

(JPY 50,930M)

Total Assets

TWD 24,656M

TWD 25,646M

TWD 28,206M

(JPY 113,313M)

(JPY117,861M)

(JPY 129,630M)

Net Assets per share

TWD 31.7

TWD 32.3

TWD 37.0

(JPY 145)

(JPY 148)

(JPY 170)

Net Premiums Written

TWD 10,360M

TWD 11,172M

TWD 12,152M

(JPY 47,612M)

(JPY 51,347M)

(JPY 55,846M)

Profit Before Tax

TWD 1,150M

TWD 1,024M

TWD 1,475M

(JPY 5,289M)

(JPY 4,708M)

(JPY 6,780M)

Net Profit

TWD 960M

TWD 856M

TWD 1,235M

(JPY 4,412M)

(JPY 3,937M)

(JPY 5,679M)

Net Profit Attributable to

TWD 967M

TWD 860M

TWD 1,237M

Owners of the Company

(JPY 4,446M)

(JPY 3,955M)

(JPY5,688M)

Net Profit per share

TWD 3.2

TWD 2.8

TWD 4.1

(JPY 14)

(JPY 13)

(JPY 18)

(TWD1JPY4.595676

(as of June 30, 2022))

(*) Capital expected to be after the transaction planned on September 30, 2022.

4.Overview of the number of acquiring shares, share purchase price, and position of shareholdings before and after transaction

Number of Shares

146,326,732 Shares (*)

(1)

Held Before

Number of Voting Rights: 146,326,732

Transaction

Voting Rights Ownership Ratio: 48.94%

Expected Number of

737,595,285 Shares

(2)

Shares to be

Number of Voting Rights737,595,285

Transferred (Planned)

Expected Share

(3)

Purchase Price

Common Stock of TMNewa TWD7,375M (JPY 33,897M)

(Planned)

Expected Number of

737,595,322 Shares

Shares Held After

(4)

Number of Voting Rights: 737,595,322

Transaction

Voting Rights Ownership Ratio: 50.18%)

(Planned)

(TWD1JPY4.595676 (as of June 30, 2022))

  1. The 146,326,732 Shares held before the transaction will be reduced to 37 Shares through capital reduction procedure before the capital increase, and then 737,595,285 Shares are planned to be acquired. A total of 737,595,322 Shares will be held after the transaction.

5.Timeline

(1)

Date of Agreement

August 5, 2022

(2)

Date of Signing

August 5, 2022

Agreement

(3)

Expected Acquirement

September 30, 2022 (Planned)

of Shares

6.Outlook

The impact of this transaction to the Company's consolidated financial results is minor.

Disclaimer

Tokio Marine Holdings Inc. published this content on 05 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2022 06:40:04 UTC.

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