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May 31, 2007

Royal & Sun Alliance Insurance Group plc through its wholly-owned subsidiary RSA Overseas Holdings B.V. announces a cash tender offer for all of the outstanding shares in Codan A/S.

On May 24, Willkie client Royal & Sun Alliance Insurance Group plc through its wholly-owned subsidiary RSA Overseas Holdings B.V. announced a cash tender offer for all of the outstanding shares in Codan A/S that it does not currently own.  The tender offer values the Codan minority shares at DKK 6,414 million (£584million, or $1.2 billion).  Based in Denmark, Codan S/A provides insurance services for private and corporate clients, primarily in the Scandinavian insurance market, including insurance against personal injury, life insurance and pension insurance.  Codan is a part of Royal & SunAlliance and operates through various subsidiaries.  The US aspects of the transaction were handled by partner Gregory Astrachan; special European counsel Jon Lyman; and associate Jonathan Gatsik.

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