Clifford Chance

Clifford Chance advises Intact Financial Corporation on the £7.2 billion offer for RSA Insurance Group and associated separation of RSA's Scandinavian business

Leading international law firm Clifford Chance is advising Toronto-listed Intact Financial Corporation ("Intact"), the largest provider of property and casualty insurance in Canada, on its recommended cash offer for RSA Insurance Group plc ("RSA"), a London-listed international insurance group, and the associated separation of RSA's Scandinavian business following completion.

Pursuant to the transaction, Intact will retain RSA's Canadian, UK and International operations, Tryg A/S ("Tryg"), a Copenhagen-listed insurance group, will retain RSA’s Swedish and Norwegian businesses, and Intact and Tryg will co-own RSA's Danish business on a 50/50 economic basis.

The transaction will be financed by Intact and Tryg. Intact will finance its contribution by a combination of equity private placements and a bridge facility (some or all of which may be replaced with alternative sources of financing). Tryg will finance its contribution via a DKK 37 billion rights issue.

The transaction remains subject to satisfaction (or waiver) of conditions including RSA shareholder approval, Tryg shareholder approval, admission to listing of the new Tryg shares pursuant to Tryg's rights issue, receipt of merger control and financial regulatory clearances, and court sanction of the scheme of arrangement.

In another market-leading deal, the team at Clifford Chance was led by Tim Lewis and Katherine Moir with support from senior associates Rui Huo and Erik O'Connor. The corporate team was supported by partners Jennifer Storey (Antitrust), Hilary Evenett (FIG), Nick Mace (Tax), Clare Hoxey (Pensions), Sonia Gilbert (Incentives), Dave Robson (Finance) and Simon Thomas (ECM). The team is working closely with Gorrissen Federspiel (Danish law), and Blake, Cassels & Graydon and Torys (Canadian law).