March 01, 2007 02:15 ET

Fortis to acquire a majority stake in Pacific Century Insurance ("PCI")

BRUSSELS, BELGIUM -- (MARKET WIRE) -- March 1, 2007 --

The acquisition will accelerate Fortis's growth in Asia

* Fortis to acquire over 50% in PCI for HKD 3.5 billion (EUR 341 million1)

* Purchase price of HKD 8.18 per share implies a multiple of 1.38 times 2006 embedded value

* This acquisition creates a strong platform combining PCI's highly talented and motivated agency force with Fortis's insurance product expertise, distribution skills, and international experience

* PCI's highly regarded professionals to benefit from Fortis's future Asian expansion

* Fortis to make an unconditional mandatory general offer to acquire the remaining shares of the Company upon completion

Fortis and Pacific Century Insurance Holdings Limited (the "Company" or "PCI") announce today that Fortis and Pacific Century Regional Developments ("PCRD") have entered into an agreement whereby Fortis will acquire a controlling interest of over 50% in PCI, a listed Hong Kong life insurer (0065.HK), for a total cash consideration of HKD 3.5 billion (EUR 341 million[1]), or HKD 8.18 per share. Based on the Company's reported 2006 results, the purchase price implies a valuation of approximately 1.38 times embedded value. It also represents a 58.2% premium to PCI's last closing price of HKD 5.17 per share as of 23 February 2007, or 59.1% premium to the average of PCI's closing prices over the last ten full trading days prior to this announcement. The controlling stake is being acquired from PCRD and from certain other shareholders of PCI including Francis Yuen, the Executive Chairman. PCRD directors have recommended the transaction and PCRD's majority shareholders have given unconditional undertakings to sell.

Fortis will make an unconditional mandatory general offer at the same price upon the completion of the acquisition which is subject to regulatory approvals and other closing conditions.

Mr. Peer van Harten, CEO Fortis Insurance comments: "This acquisition fits perfectly with our strategy to develop selectively in Asia. We are excited to build upon the PCI's successful track record driven by its highly talented and motivated sales force. It offers a unique opportunity for Fortis to establish a solid platform in Hong Kong, and Fortis will leverage its product and distribution skills to further grow the business. Hong Kong, the second highest growth market in Asia, enjoyed significant growth over recent years with new business sales increasing at an annual average rate of 30%. Fortis has been operating in Asia for over a century and has built its reputation through the years as a trustworthy and innovative financial institution, dedicated to its customers and committed to the development of the region."

Mr. Francis Yuen, PCI's Executive Chairman adds: "This transaction will bring PCI together with one of the world's leading financial institutions whose range of products, services and resources will enable PCI to continue its growth path. Our colleagues and over 2,000 agents have every reason to be excited about joining hands with such a quality international partner. This is a fair price for a business I am proud to have spent so many years building, alongside such a high quality team."

Mr. Dennis Ziengs, CEO Fortis Insurance International Asia continues: "This transaction meets Fortis's financial criteria for acquisitions in terms of accretion to earnings per share and cash return on investment. Fortis has developed a solid insurance presence in the region, through our partnerships in China, Malaysia, Thailand, and more recently India, which will be ideally complemented by Hong Kong. We see PCI as a strong base to build upon the Fortis model which focuses on product development, risk management and distribution management. The Company's local talent pool will be key to our future Asian expansion and regional management. We look forward to welcoming PCI's staff and agents to the Fortis family."

About Fortis

Fortis is an international financial services provider active in banking and insurance, and is ranked among Europe's top 20 financial institutions, with a market capitalisation of EUR 42.4 billion as at 28 March 2007. Fortis has offices in 50 countries and has a dedicated workforce of 60,000. As of 1 March 2007, Fortis has ratings of AA- by Fitch, A+ by Standard & Poor's and Aa3 by Moody's.

Fortis has been in Asia for over 105 years and has successfully combined its banking and insurance expertise in key growth markets. Its regional headquarters are based in Hong Kong; other offices include Bangkok, Beijing, Guangzhou, Hanoi, Ho Chi Minh City, Jakarta, Kuala Lumpur, Manila, Mumbai, Seoul, Shanghai, Singapore, Sydney, Taipei and Tokyo.

Fortis Insurance International ("FII") is a wholly owned subsidiary of Fortis. FII is a provider of insurance services to personal, business and institutional customers outside Fortis's home markets of the Netherlands and Belgium. FII has successfully established insurance joint ventures in Spain, Portugal, China, Malaysia and Thailand and is in the regulatory approval process for a life insurance joint venture in India. FII delivers a total package of financial products and services through its own high-performance channels and via intermediaries and other partners.

About PCI

PCRD acquired its insurance business in 1994 and the Company was listed on the Stock Exchange of Hong Kong in 1999. Subsidiaries of PCI are primarily engaged in individual and group life insurance and asset management. PCI has over 280 employees and over 2,000 tied agents, the fifth largest agency sales force in Hong Kong. It is a top ten player in terms of total life insurance premium. PCI reported 59% growth in its new business volume to generate a total premium of HKD 2.0 billion and a net profit of HKD 322 million for 2006. Embedded value increased 25% to HKD 5,076 million as of year eend 2006.

This press release appears for information purposes only and does not constitute an intention or offer to acquire, purchase or subscribe for securities of Pacific Century Insurance Holdings Limited. The mandatory general offer is subject to a number of conditions and therefore may or may not be made. Shareholders and potential investors are advised to exercise extreme caution when dealing in the shares of Pacific Century Insurance Holdings Limited


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[1] Based on an EUR / HKD exchange rate of 10.35


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