Intact Financial Corporation (TSX:IFC) and Tryg A/S (CPSE:TRYG) sent a proposal to acquire RSA Insurance Group plc (LSE:RSA) for £7.1 billion on October 2, 2020. Tryg A/S and Intact Financial Corporation entered into an agreement to acquire RSA Insurance Group plc on November 18, 2020. Under the terms, consideration is £6.85 per share. Also £4.2 billion will be contributed by Tryg and £3 billion will be contributed by Intact. As part of the acquisition, Intact also intends to assume the full amount of RSA's outstanding issued debt and hybrid securities which total £0.8 billion and £0.4 billion respectively. Intact intends to finance the transaction from bridge loan facilities, bank term loan facility, private placement subscription receipts of CAD 4.45 billion (£2.6 billion) and Tryg intends to provide £4.2 billion for its purchase of RSA's Norway and Sweden operations, and Tryg's share of RSA's Danish operations, using proceeds of a fully underwritten rights issue to be launched before acquisition closing. The private placement transaction completed on November 25, 2020. As of December 11, 2020, Intact will fund the transaction using CAD 600 million (GBP 355.5 million) Series 9 unsecured medium-term notes. The transaction will include participation from subsidiaries of existing investors, Caisse de dépôt et placement du Québec for CAD 1.5 billion (£871.5 million) Ontario Teachers' Pension Plan Board for CAD 1.2 billion (£697.16 million) and Canada Pension Plan Investment Board for CAD 500 million (£290.49 million). On December 16, 2020, the placing of the notes completed. As of March 26, 2021, Intact announced a private placement of CAD 250 million (£146.39 million) at 4.125% fixed-to-fixed rate subordinated notes, series 1, due March 31, 2081, which will be used to fund a portion of the purchase price for the Acquisition. Pursuant to the transaction, Intact will retain RSA's Canadian, UK and International operations, Tryg A/S will retain RSA's Swedish and Norwegian businesses, and Intact and Tryg will co-own RSA's Danish business.

The non-executive directors of RSA are expected to resign as RSA Directors upon completion of the transaction. As of November 18, 2020, Stephen Hester, Chief Executive Officer of RSA Insurance Group plc will resign upon completion of the transaction. As a part of the transaction, Scott Egan will continue will remain as Chief Executive Officer of RSA UK & International post the completion of the transaction. Egan will be a part of Executive Committee of Intact Financial Corporation and to Chief Executive Officer Charles Brindamour. Mark Hodges, former Chief Executive Officer of Aviva UK and British Gas will take up the position of Chair following the completion of Intact Financial Corporation's proposed takeover. Current Group Chief Financial Officer, Charlotte Jones will stay with the business as Chief Financial Officer of RSA UK&I for an initial period of up to 12 months post deal completion. Charlotte Jones and Carla Smith will act as Co-Heads of Integration following closing. Scott Egan will continue as Chief Executive of UK&I business. New Intact Financial Corporation Operating Committee will constitute of Scott Egan, Louis Gagnon, T. Michael Miller, Patrick Barbeau, Ken Anderson, Frederic Cotnoir, Anne Fortin, Darren Godfrey, Charlotte Jones, Louis Marcotte, Benoit Morissette, Werner Muehlemann, and Carla Smith.

The Proposal is subject to the satisfaction or waiver of due diligence, approval of the Board and majority shareholders of RSA, regulatory approvals, Board approvals from Intact and Tryg, the passing at the Tryg General Meeting of the resolution as required by Danish Law authorities, admission of new Tryg shares, the sanction of the Scheme by the Court, antitrust approval, third party approval and the re-registration of RSA as a private limited company. The agreement to announce the transaction has been recommended unanimously by the Boards of Directors of RSA, Intact and Tryg. The court meeting and shareholders of RSA meeting will be held on January 18, 2021. On January 8, 2021, Tryg has decided to postpone its Capital Markets Day to the autumn when Tryg expect to have obtained the approval of the acquisition from the relevant authorities which is originally planned for January 28, 2021. On January 12, 2021, Intact has received unconditional approval for the acquisition from the Canadian Competition Bureau, which issued a no-action letter. On January 18, 2021, the transaction was approved by the shareholder of RSA. Activist investor and RSA's largest shareholder Cevian Capital said it fully supported the takeover. As of March 17, 2021, the transaction has been approved by Danish Competition and Consumer Authority. The court meeting is expected to be held in the second quarter of 2021. As of May 6, 2021, all required anti-trust and regulatory approvals for the acquisition have now been received. As of May 6, 2021, the High Court of Justice in England and Wales in London must now formally approve the transaction at a court hearing. This hearing is scheduled for May 25, 2021. As of May 25, 2021, High Court of Justice in England and Wales has sanctioned the transaction. The transaction is expected to close in the second quarter of 2021. As per announcement of December 16, 2020, the long stop date of the transaction is scheduled on November 18, 2021. As of January 18, 2021, the closing of the Acquisition is expected to occur in the second quarter of 2021. Upon approval from the High Court of Justice in England and Wales, the acquisition is expected to close on June 1, 2021. The transaction is immediately high single-digit accretive to net operating income per share.

Intact Financial Corporation (TSX:IFC) and Tryg A/S (CPSE:TRYG) completed the acquisition of RSA Insurance Group plc (LSE:RSA) on June 1, 2021. Pursuant to the scquisition, Intact retains RSA's Canadian, U.K. and International entities; Tryg retains RSA's Swedish and Norwegian businesses; and Intact and Tryg co-own RSA's Danish business. Sally Bridgeland, Charles Brindamour, Claude Dussault, Mark Hodges, Robert Leary, and Andy Parsons have been appointed to the RSA Board and Sonia Baxendale, Kath Cates, Enrico Cucchiani, Stephen Hester, Martin Scicluna and Martin Strobel have tendered their resignations and have stepped down from the RSA Board. Scott Egan will remain on the RSA Board and Charlotte Heiss has tendered her resignation as General Counsel and Company Secretary. Charlotte Jones, Chief Financial Officer of RSA; and Non-Executive Directors, Alastair Barbour and Clare Bousfield will remain on the RSA Board.