
The A.I.A. tower in Hong Kong. With a takeover of A.I.A., Prudential would become the leading life insurer in Asia.
By Chris V. Nicholson and Andrew Ross Sorkin for The New
York Times, March 1, 2010
Prudential of Britain said Monday that it had agreed to buy
American International Group’s life insurance business in Asia in a deal valued
at $35.5 billion.
The sale of American
International Assurance, which is based in Hong Kong and is commonly known as
A.I.A., would lead to the biggest repayment yet toward the more than $180
billion that the U.S. government has invested in A.I.G. as part of a huge
series of bailouts. The Federal Reserve Bank of New York, which holds preferred
shares in A.I.A., would receive the first $16 billion in proceeds from a sale.
With a takeover of A.I.A., Prudential would become the
indisputable leader in Asia. Prudential said the combined group would be the
leading life insurer in Hong Kong, Singapore, Malaysia, Indonesia, Vietnam,
Thailand and the Philippines and the leading foreign life insurance business in
China and India.
A 162-year-old company — which is not related to Prudential
Financial in the United States — the British Prudential already draws a large
part of its revenue from Asia, with more than 11 million policyholders in 13
markets.
“We are combining the two strongest international life
insurers in Asia,” Tidjane Thiam, chief executive of Prudential, said in a
conference call Monday to announce the deal.
Acquiring A.I.A. accelerates a strategy outlined by Mr.
Thiam to increase the firm’s revenue in Asia sharply. The region is considered
one of the fastest-growing markets for life insurance, thanks to a culture of
saving and increasing affluence in many countries.
“Transformational is an overused word,” Mr. Thiam said, “but
this deal is transformational.” He noted that in 2008, 44 percent of new profit
for Prudential came from Asia; if A.I.A. and Prudential had combined in 2009,
the figure would have been 60 percent. That geography, he said, promises
“sustainable growth for years to come.”
Prudential said that the new company would assume the name
Prudential, have headquarters and be incorporated in Britain and be traded on
the London Stock Exchange with American Depository Receipts traded on the New
York Stock Exchange.
That said, the A.I.A. brand is not set to disappear. “We
like good brands and we tend not to kill them unnecessarily,” Mr. Thiam said.
“A.I.A. is a strong brand.”
Once the deal is complete, the company said, it intends “in
due course” to seek a dual primary listing on the Hong Kong stock exchange.
“This transaction offers the opportunity to bring together
two leading companies, positioning the combined group to capture the future
growth opportunity in Asia,” Prudential said.
Under the terms of the deal, Prudential would pay about $25
billion in cash and about $10.5 billion in a combination of stock, preferred
shares and convertible preferred shares. The company said it would obtain the
cash for the deal through a $20 billion rights issue and $5 billion in senior
debt.
The rights issue must be approved by shareholders, and the
deal faces other regulatory approvals. Prudential said it anticipated that the
rights issue would take place in May and that the transaction would close in
the third quarter.
Several analysts downgraded Prudential shares on Monday.
“It’s going to be enormously dilutive,” ING analyst Kevin
Ryan told Reuters, speaking of the rights issue. “No one knows exactly what
A.I.A. contains or how profitable it is, or how it overlaps with Pru’s existing
businesses.”
Prudential first approached A.I.G. last year, but it was
rebuffed because its offer was too low, according to people briefed on the
matter.
A.I.A., founded in 1919 and one of A.I.G.’s oldest
divisions, is widely considered one of the top businesses within A.I.G. The
division has about 20 million policyholders throughout Asia, served by 23,000
employees and 300,000 agents. It has customers in Australia, Brunei, China,
Hong Kong, India, Indonesia, Macao, Malaysia, New Zealand, the Philippines,
Singapore, South Korea, Taiwan, Thailand and Vietnam.
According to Prudential, A.I.A. had an operating profit of
$1.438 billion after tax in the financial year ending Nov. 30, 2009, based on
unaudited figures.
A.I.G. had been preparing an initial public offering of the
division, lining up banks to oversee what would have been among the largest
listings this year. Analysts had estimated that an I.P.O. could raise as much
as $20 billion, depending on the size of the stake sold. The company has now
abandoned that plan.
“In considering two
viable, very attractive alternatives to successfully monetize A.I.A., including
an initial public offering, we decided that a sale to Prudential enables A.I.G.
to realize value on a faster track to repay U.S. taxpayers,” Robert Benmosche,
A.I.G.’s chief executive, said Monday. “This transaction, the most significant
milestone to date in our ongoing effort to repay taxpayers, also gives us
greater flexibility to move forward with A.I.G.’s restructuring and focus on
enhancing the value of our key insurance businesses, which will benefit all
stakeholders. ”
Before the financial crisis of 2008, A.I.G. was the world’s
largest insurer, owning a diverse array of services across the globe assembled
largely by its longtime chief executive, Maurice R. Greenberg. Since its rescue
by the U.S. government, however, the company has sought to sell off businesses
to help repay its bailout funds.
Mr. Benmosche has outlined a future for the company in which
it would focus on selling property and casualty insurance worldwide, under a
unit rebranded Chartis, and life insurance only in the United States.
Soon after arriving at A.I.G. in August, Mr. Benmosche
slowed the company’s sales campaigns, instead seeking to fetch higher prices
for the businesses it hoped to sell.
Beyond the sale of A.I.A., the insurer is also trying to
sell another life insurance unit, the American Life Insurance Company, to
MetLife for about $15 billion, according to people briefed on the matter.
Those negotiations have been stymied over a tax issue that
requires resolution from the Internal Revenue Service, these people said,
though they still expected to reach a deal. The company is also seeking to sell
other units, including an aircraft-leasing business.
For Prudential, the purchase of A.I.A. represents such a
significant shift that some analysts had wondered it if would look to sell its
British business. In response to a question about that Monday, Mr. Thiam said,
“The U.K. generates cash and capital for us, and it’s an important part of the
group.”
“We are very British in identity, even if my accent is not,”
said Mr. Thiam, who was born in Ivory Coast.