June 19, 2018

Tokio Marine Holdings, Inc.

Tokio Marine acquires IAG's Thailand and Indonesian businesses to become a leading insurer in Thailand

Tokio Marine Holdings, Inc. (President and Group CEO: Tsuyoshi Nagano) today announced that it has entered into a definitive agreement to acquire Thailand and Indonesia insurance businesses of Insurance Australia Group Limited ("IAG") which predominantly comprises of Safety Insurance Public Company Limited ("Safety") in Thailand. The total consideration is approximately 525

Million Australian Dollars (approximately 42.8 Billion Yen)1. The transaction enables Tokio Marine to be among the Top 3 P&C insurer in Thailand with the 2nd market position in motor.

These acquisitions are expected to be completed in sequence subject to regulatory procedures required in respective countries.

1. Background of the acquisition

(1)Tokio Marine Group has been focused on expanding its international business as the driving force of the Group`s growth strategy. Tokio Marine Group is aiming to pursue strategic M&A initiatives in both developed and emerging markets to achieve this objective.

  • (2) In the developed markets we have significantly expanded our presence through a series of acquisitions starting from acquisition of Kiln in 2008 and the latest being acquisition of HCC in 2015.

  • (3) With respect to Asia and other emerging markets, its present contribution to the total profit of our international business remains at around 10%. We aspire to significantly expand our business in these markets with high growth potential through acceleration of our strategic M&A initiatives to achieve further diversification of our global portfolio, which is stated as one of the key initiatives of our current Mid-Term Business Plan "To Be a Good Company 2020" announced in May 2018.

1 Total consideration is subject to closing adjustment. FX date: the end of Mar 2018(AUD/JPY exchange rate:¥81.6)

2. Overview of the acquisition

Company name

Safety Insurance Public Company

Limited

(Safety)

PT Asuransi Parolamas

(Parolamas)

Main location

Bangkok, Thailand

Jakarta, Indonesia

Established

1941

1964

Paid up Capital

THB 377 Million (JPY 1.3 Billion)

IDR 192,000 Million

(JPY 1.5 Billion)

Gross Written Premium

(FY2017)

THB 9,159 Million (JPY 31.1 Billion)

IDR 18,081 Million (JPY 0.2 Billion)

Profit after Tax

(FY2017)

THB 136 Million2 (JPY 0.5 Billion)

IDR32,708 Million (JPY0.2 Billion)

Number of employeesas of Dec 2017

1,281 employees

126 employees

IAG's ownership

98.6%

80%

Business model

  • #8 P&C insurer3 (with 4% market share)

  • #4 in motor market (with 6% market share)

  • Extensive network of 67 branches including HQ and 16 claims service centers nationwide

  • Well-diversified distribution network comprising of agents, dealers and brokers

  • High business efficiency and stable profitability

  • Enhancing sales/service efficiency utilizing digital technology

FX Date: the end of Mar 2018(THB/JPY exchange rate: ¥3.4, IDR/JPY exchange rate: ¥0.0077)

3. Transaction structure

TMNF to acquire outstanding shares of Safety and Parolamas held by IAG in cash.4

  • 2 2013-2017 Profit After Tax average is THB 347 Million (JPY 1.2Billion).

  • 3 All of rankings are based on Direct Written Premium (FY 2017).

  • 4 TMNF intends to acquire 20% held by minority shareholders.

  • 4. Funding

    Cash on hand (no debt / equity financing).

  • 5. Strategic rationale of this transaction

    The combination of Safety and TMITH will create the third largest P&C insurer with 8% market share (the largest among the foreign owned insurers) and the second largest motor insurer in Thailand, which is the largest P&C insurance market among the South East Asian countries. We aspire to contribute to the development of the Thai insurance market and further profitable growth of our international business by implementing the following:

    • With the scale, strong brand recognition and extensive distribution and claim service network of the combined operations, we aim to further enhance our market presence across Thailand.

    • Safety's business portfolio complements TMITH existing business whose core strength is in commercial lines. The combination of the two operations will enable Tokio Marine Group to offer variety of high quality products and services with high quality meeting the needs of wide range of clients in both personal and commercial sectors.

    • Various synergies are expected to be generated through initiatives such as cross-selling Tokio Marine group companies' specialty insurance products through Safety's nationwide distribution channels, and utilizing Safety's expertise and infrastructure to enhance Tokio Marine Group's overall claim servicing quality and efficiency in Thailand.

Overview of the Tokio Marine Group companies

Company name

Tokio Marine Insurance Thailand

Public Company Limited

(TMITH)

PT Asuransi Tokio Marine Indonesia

(TMI)

Main location

Bangkok, Thailand

Jakarta, Indonesia

Established

19465

1975

Paid up Capital

THB 3,720 Million (JPY 12.6 Billion)

IDR 100,000 Million

(JPY 0.8 Billion)

Gross Written Premium

(FY2017)

THB 7,999 Million (JPY 27.2 Billion)

IDR 1,270,585 Million

(JPY 9.8 Billion)

5 The year when former company Hua Sieng was established. Tokio Marine acquired equity shares in 1971.

Profit after Tax

(FY2017)

THB 655 Million (JPY 2.2 Billion)

IDR 107,804Million

(JPY 0.8 Billion)

% of Tokio Marine

Group shares

99.96%

60%

Number of employeesas of Mar 2018

777 employees

349 employees

Business model

  • #10 P&C insurer (with 4% market share)

  • Mainly provides motor insurance through car maker/dealer channel, and property and marine insurance directly to the Japanese companies and other commercial clients

  • #14 P&C insurer (with 2% market share)

  • Mainly provides motor insurance through Japanese finance company, and property and marine insurance directly to the Japanese companies and other commercial clients

FX Date: the end of Mar 2018(THB/JPY exchange rate: ¥3.4, IDR/JPY exchange rate: ¥0.0077)

6. Overview of P&C Insurance Markets in South East Asia6

(1) Thailand

Population

69 Million

# of companies (domestic / foreign)

60 (domestic 37/ foreign 23)

Market Size

Approximately JPY 720 Billion

Major Line of Business

Motor (60%), Personal Accident (13%)

2013-2017 CAGR

2%

2018-2028 CAGR (Forecast)

8%

(2) Indonesia

Population

264 Million

# of companies (domestic / foreign)

76 (domestic 55/ foreign 21)

Market Size

Approximately JPY 460 Billion

Major Line of Business

Motor (29%), Property (29%)

2013-2017 CAGR

9%

2018-2028 CAGR (Forecast)

12%

6 SourceSwiss Re Insight (2017)

(3) Singapore

Population

6 Million

# of companies (domestic / foreign)

62 (domestic 5/ foreign 57)

Market Size

Approximately JPY 320 Billion

Major Line of Business

Motor (30%), Property (13%)

2013-2017 CAGR

1%

2018-2028 CAGR (Forecast)

4%

(4) Malaysia

Population

32 Million

# of companies (domestic / foreign)

22 (domestic 11/ foreign 11)

Market Size

Approximately JPY 470 Billion

Major Line of Business

Motor (49%), Property (19%)

2013-2017 CAGR

2%

2018-2028 CAGR (Forecast)

7%

(5) Vietnam

Population

95 Million

# of companies (domestic / foreign)

30 (domestic 16/ foreign 14)

Market Size

Approximately JPY 200 Billion

Major Line of Business

Motor (33%), Personal Accident (27%)

2013-2017 CAGR

15%

2018-2028 CAGR (Forecast)

14%

(6) Philippines

Population

105 Million

# of companies (domestic / foreign)

64 (domestic 53/ foreign 11)

Market Size

Approximately JPY 180 Billion

Major Line of Business

Motor (33%), Property (32%)

2013-2017 CAGR

15%

2018-2028 CAGR (Forecast)

11%

(FX Date: the end of Mar 2018(THB/JPY exchange rate: ¥3.4, IDR/JPY exchange rate: ¥0.0077, SGD/JPY exchange rate: ¥81.0, MYR/JPY exchange rate: ¥27.5, VND/JPY exchange rate: ¥0.0047, PHP/JPY exchange rate: ¥2.0)

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Tokio Marine Holdings Inc. published this content on 19 June 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 June 2018 23:27:01 UTC