Attached files
file | filename |
---|---|
8-K - FORM 8-K - AMERICAN INTERNATIONAL GROUP, INC. | y89678e8vk.htm |
Exhibit 99.1
Chartis Far East Holdings KK
ARCA West 1-2-4 Kinshi
Sumida-ku, Tokyo 130-8560
ARCA West 1-2-4 Kinshi
Sumida-ku, Tokyo 130-8560
Press Release
Chartis Announces Recommended Tender Offer to Buy All Outstanding Shares
of Fuji Fire and Marine
Transaction creates a strong platform for further growth of both companies
of Fuji Fire and Marine
Transaction creates a strong platform for further growth of both companies
February 10, 2011 Chartis Inc. (Chartis), the general insurance subsidiary of American
International Group, Inc. (AIG), today announced a cash tender offer through its wholly-owned
subsidiary, Chartis Japan Capital Company LLC (Chartis Japan LLC), for all common shares and stock
acquisition rights of Fuji Fire and Marine Insurance Co., Ltd. (Fuji Fire and Marine) that it does
not already own, for JPY 146 per share.
The Board of Directors of Fuji Fire and Marine, at its meeting held on February 10, 2011, expressed
its support of the tender offer and passed a resolution recommending shareholders to tender shares
in this offer, while leaving the decision as to whether to tender stock acquisition rights during
this offer to the discretion of the stock acquisition right owners.
In addition, Chartis Japan LLC has entered into a tender offer agreement with Orix Corporation
(Orix), the holder of 15.53% of Fuji Fire and Marine shares, pursuant to which Orix will tender all
of its shares into the offer based on the terms in this tender offer agreement.
The tender offer represents a premium of 29.20% over Fuji Fire and Marines average closing stock
price over the last three month period ended February 9, 2011 and a 30.36% premium over the closing
price of Fuji Fire and Marines common shares on February 9, 2011. The tender offer values the
shares of Fuji Fire and Marine not held by Chartis at approximately JPY 47 billion. The tender
offer is scheduled to commence in Japan on February 14, 2011 and expected to close on March 24,
2011.
This transaction strengthens Chartis position in the consolidating Japanese market, while allowing
Fuji Fire and Marine to fully benefit from Chartis global operational resources, brand power, and
financial strength.
Including Fuji Fire and Marine as a full member of the Chartis group is a natural progression of
the excellent partnership we have developed over the past ten years, most recently as Fuji Fire and
Marines majority shareholder. Our expanded distribution platform enables us to accelerate our
delivery of innovative products and superior services through our loyal agency force to a broader
range of Japanese customers, said Jose A. Hernandez, CEO of Chartis Far East Holdings K.K.
As of February 10, 2011, Chartis holds 54.66% in Fuji Fire and Marine, with Fuji Fire and Marine
being a consolidated subsidiary of Chartis. Following the completion of the tender offer, Chartis
intends to take additional steps necessary to acquire the remaining shares in Fuji Fire and Marine.
Subject to the customary regulatory approvals, Fuji Fire and Marine will be delisted and become a
wholly-owned subsidiary of Chartis. Chartis expects that Fuji Fire and Marine will continue to
operate under the Fuji Fire and Marine brand.
Tender offer materials for shareholders of Fuji Fire & Marine are available in English
at:
http://www.chartisinsurance.com/fuji
http://www.chartisinsurance.com/fuji
-Ends-
MEDIA CONTACTS
Jonathan Kushner
+81 3 5619-3230
+81 3 5619-3230
Marie Ali (in New York)
+1 212 458 2536
+1 212 458 2536
NOTES TO EDITORS
About Chartis
Chartis, a subsidiary of American International Group, Inc., is a world-leading property-casualty
and general insurance organization serving more than 45 million clients in over 160 countries and
jurisdictions. In Japan, Chartis provides general insurance products and services through a number
of channels. AIU Insurance Company (AIU Hoken Kaisha) started its general insurance business in
1946, American Home Assurance Company (American Home Hoken Kaisha) obtained a general insurance
business license in 1960 and JI Accident and Fire Insurance Co., Ltd. started as a joint venture
with JTB Corporation in 1991.
About Fuji Fire and Marine
Fuji Fire and Marine, established in 1918, is provides general insurance products and services for
individuals, small and medium-sized companies and the personnel who work for them. The company
maintains a network covering all of Japan, including rural areas. In 1996, it established The Fuji
Life Insurance Co., Ltd. as a fully owned subsidiary. Fuji Fire and Marine joined the Chartis group
in March 2010 following a capital increase through a private placement of new shares to Chartis.