OFFER FOR FRIENDS LIFE GROUP LIMITED BY AVIVA PLC
RECOMMENDED ALL-SHARE ACQUISITION OF
FRIENDS LIFE GROUP LIMITED BY AVIVA PLC
Summary
· The Boards of Aviva and Friends Life are pleased to announce that they have reached agreement on the terms of a recommended all-share acquisition of Friends Life by Aviva.
· Under the terms of the Proposed Acquisition, holders of Friends Life Shares will receive 0.74 New Aviva Shares for each Friends Life Share they hold.
· Based on the Exchange Ratio and the Closing Price of Aviva and Friends Life shares as at 20 November 2014 (being the last business day prior to talks between Aviva and Friends Life being made public), the Proposed Acquisition, excluding the payment to RCAP in relation to the Value Share and Friends Life's proposed second interim dividend payment in respect of the 2014 financial year (each as described below), values each Friends Life Share at 394p and Friends Life's existing issued ordinary share capital at approximately £5.6 billion, representing a premium of:
- 15 per cent. to the Closing Price of 343p per Friends Life Share on 20 November 2014; and
- 27 per cent. to the average Closing Price of 310p per Friends Life Share for the three-month period ended 20 November 2014.
· Based on the Exchange Ratio and the Closing Price of Aviva as at 1 December 2014, the Proposed Acquisition values each Friends Life Share at 370p, which represents a premium of 8 per cent. to the closing price of 343p per Friends Life Share on 20 November 2014.
· In addition, assuming the Proposed Acquisition completes, Friends Life Shareholders who are on the Friends Life shareholder register at the Friends Life Record Date will also be entitled to receive, in place of Friends Life's 2014 final dividend, Friends Life's proposed second interim dividend of 24.1p per share, in respect of the 2014 financial year, resulting in a 2014 full year dividend of 31.15p per share. In the event that the Proposed Acquisition does not complete, Friends Life expects that its 2014 final dividend and therefore its 2014 full year dividend would be in line with Friends Life's 2013 final dividend and 2013 full year dividend, respectively. Friends Life Shareholders will have no entitlement to Aviva's proposed 2014 final dividend.
· The Proposed Acquisition would result in Friends Life Shareholders owning approximately 26 per cent. of the issued ordinary share capital of the Enlarged Aviva Group.
· The Proposed Acquisition accelerates Aviva's investment thesis of "cash flow plus growth" with a financial and strategic rationale that the board of Aviva believes creates a compelling opportunity for the Enlarged Aviva Group to create value for both sets of shareholders:
Financial
- Expected to generate approximately £0.6 billion incremental Holdco Excess Cash Flow per annum[1];
- Gives rise to a combined central liquidity position of £2.4 billion[2];
- Reduces "day 1" external debt leverage and S&P Leverage to a level consistent with an S&P AA rating, beyond Aviva's medium term objectives, with no requirement to further deleverage the Enlarged Aviva Group;
- Expected to generate approximately £225 million of run-rate annual cost synergies by the end of 2017, which Aviva has valued at approximately £1.8 billion[3]. Aviva believes these synergies will deliver substantial value and increase cash flow generation and expects significant additional value through capital, financial and revenue synergies over time; and
- Accelerates Aviva's expected dividend growth, with the intention, in the medium term, to move dividend cover to approximately 2x operating EPS on an IFRS basis.
Strategic
- Secures position as the leading insurance and savings business in the Enlarged Aviva Group's home market, with 16 million customers in the UK (prior to the deduction of overlapping customers);
- Increases scale in attractive segments of the UK Life market including leadership position in Corporate Pensions, Protection and At-Retirement;
- Opportunity for Aviva Investors to add up to approximately £70 billion[4] of Friends Life's UK assets under administration, increasing its AuM by up to 29 per cent., to up to approximately £309 billion[5];
- Brings 5 million current Friends Life customers to Aviva, who stand to benefit from being part of a stronger and more diversified group with a wider product range, and enables Aviva to accelerate its Digital First and True Customer Composite strategies;
- Adds significant scale to Aviva's existing UK Life back book, as well as a management team with the expertise to unlock further value from UK Life insurance back books; and
- Enables investment in the Enlarged Aviva Group's growth businesses.
· The Aviva Directors propose to pay a 2014 final dividend of 12.25p per share, representing a 30 per cent. increase on the 2013 final dividend per share, and resulting in a 2014 full year dividend of 18.1p per share. The Aviva Directors believe the Proposed Acquisition would be broadly neutral to Aviva's operating EPS once full run-rate synergies are achieved, expected by the end of 2017.
· The Aviva Directors believe the Proposed Acquisition brings together two successful management teams, combining Aviva's particular expertise in cost reduction and turnaround with Friends Life's expertise in business integration and back book management.
· Following the Proposed Acquisition, it is anticipated that, Andy Briggs, the current Group Chief Executive of Friends Life, will become Chief Executive Officer of Aviva UK Life and will join the board of Aviva as an Executive Director. Shortly after the Scheme becomes Effective, it is expected that Sir Malcolm Williamson, the current Chairman of Friends Life, will join the board of Aviva as Senior Independent Director and it is anticipated that a further Non-Executive Director of Friends Life will join the board of Aviva.
· The Exchange Ratio and implied premium have been agreed between Aviva and Friends Life having taken into account the impact of the Value Share and the consideration that will be due from Friends Life to RCAP under the terms of the Limited Partnership Agreement.
· At completion of the Proposed Acquisition, Friends Life is required to settle the Value Share in cash. The cash consideration payable to RCAP is expected by Friends Life to be approximately £220 million. However, under the terms of the Limited Partnership Agreement, RCAP can elect to receive the consideration in Friends Life Shares. If RCAP elects for shares, any Friends Life Shares would be acquired by Aviva immediately following completion of the Proposed Acquisition at the Exchange Ratio in connection with the proposed implementation of the Scheme.
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