The Travelers Companies, Inc. (NYSE: TRV) today announced that it has
agreed to acquire The Dominion of Canada General Insurance Company from
E-L Financial Corporation Limited (TSX: ELF) for approximately $1.1
billion in cash, subject to adjustment. The Dominion and Travelers'
Canadian operations will be integrated and the combined organization
will remain headquartered in Toronto.
"This transaction is consistent with our strategy to make thoughtful
investments in attractive markets outside the United States," said Jay
Fishman, Chairman and Chief Executive Officer of Travelers. "The
Dominion is a great franchise, and this is a very good opportunity for
Travelers to significantly improve its market position and scale in a
meaningful market. We expect that the transaction will have no
significant impact on 2013 earnings per share and will be slightly
accretive to 2014 earnings per share."
"The Dominion's extensive distribution network and established customer
base provide us with an exceptional platform for expanding our
commercial lines business and generally strengthening our presence in
Canada," said Alan Schnitzer, Vice Chairman and head of Travelers'
Financial, Professional & International Insurance business segment. "The
combined business will benefit from Travelers' sophistication in the use
of data and analytics as well as claim and risk control capabilities. We
look forward to welcoming The Dominion's talented employees and
management team to Travelers."
Brigid Murphy, President and Chief Executive Officer of The Dominion,
will continue in these roles at the combined organization. George
Petropoulos, President and Chief Executive Officer of Travelers Canada,
will help Murphy lead the new organization as Vice Chairman. In
addition, Petropoulos will be Executive Vice President, Bond and
"This is the perfect match for The Dominion," said Murphy. "Travelers is
a recognized leader in the insurance industry with a well-deserved
reputation for excellence. We are looking forward to working with the
Travelers Canada team as we begin this exciting new chapter, while
continuing our commitment to the communities and organizations we serve."
"The combination will substantially enhance Travelers' product breadth
in Canada by coupling The Dominion's commercial and personal portfolios
with Travelers Canada's surety, management liability and commercial
middle market products," said Petropoulos. "We plan to leverage the
expertise of both companies, and we will work closely with The Dominion
team to assure a smooth transition for employees, customers and brokers."
The transaction is expected to close in the fourth quarter of 2013,
subject to regulatory approvals and other customary closing conditions.
Travelers will fund the transaction, subject to market conditions,
through a combination of debt and/or preferred stock financing and
internal resources. Based on this financing plan, the company does not
believe that the transaction will have a significant impact on
anticipated share repurchases for 2013 or 2014.
Skadden, Arps, Slate, Meagher & Flom LLP and Gowling Lafleur Henderson
LLP served as legal advisors to Travelers.
All statements in this press release other than statements of historical
facts are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These include, among others,
statements regarding our strategy and the impact of the acquisition on
business operations and results, and statements regarding our plans to
finance the transaction and repurchase common shares. Actual results of
matters addressed in these forward-looking statements involve risks and
uncertainties and may differ substantially from those expressed or
implied. Some of the factors that could cause actual results to differ
are discussed under the heading "Risk Factors" and "Forward-Looking
Statements" in the company's most recent Form 10-K and Form 10-Q.
Additional factors that could cause actual results to differ include,
but are not limited to: risks relating to pursuing new markets and
opportunities, including opportunities in international markets; the
risk that the acquisition and the integration of the acquired business
may result in operating difficulties and other unintended consequences;
whether conditions in the capital markets are suitable for the company
to incur additional indebtedness and/or issue preferred stock; factors
that may impact the company's level of share repurchases, including the
company's financial position, earnings, share price, catastrophe losses,
rating agency requirements, capital requirements of operating
subsidiaries, legal and regulatory constraints, other investment
opportunities and the potential need for the company to use capital to
fund its qualified pension plan or other strategic initiatives; and the
risk that Travelers may not realize the anticipated benefits of its
investment. The forward-looking statements in this release speak only as
the date of this release, and we undertake no obligation to update any
The Travelers Companies, Inc. (NYSE: TRV) is a leading provider of
property casualty insurance for auto, home and business. A component of
the Dow Jones Industrial Average, Travelers has more than 30,000
employees and generated revenues of $25.7 billion in 2012. For more
information, visit www.travelers.com.
The Travelers Companies, Inc.
Linehan, 917-778-6267 or
Sally Turney, 416-642-3699
Gabriella Nawi, 917-778-6844, or
Marc Parr, 860-277-0779