RenaissanceRe to Acquire Tokio Millennium Re in $1.5 Billion Transaction

November 1, 2018

Willkie represented long-time client RenaissanceRe Holdings Ltd. in its deal to acquire Tokio Marine Holdings’ reinsurance platform, which includes Tokio Millennium Re AG and Tokio Millennium Re (UK) Limited.

On October 30, long-time client RenaissanceRe Holdings Ltd. announced it has entered into a definitive agreement with Tokio Marine Holdings, Inc. pursuant to which an affiliate of RenaissanceRe will acquire Tokio Marine’s reinsurance platform, which includes Tokio Millennium Re AG and Tokio Millennium Re (UK) Limited (collectively, TMR). Under the terms of the transaction, Tokio Marine will receive 1.02x the tangible book value of TMR delivered to RenaissanceRe at closing. If closing tangible book value is unchanged from June 30, 2018, Tokio Marine would receive approximately $1.5 billion in total consideration, consisting of cash and RenaissanceRe common shares. In addition, State Farm Mutual Automobile Insurance Company has agreed to invest $250 million in RenaissanceRe through its purchase of RenaissanceRe’s common shares in a private placement.

The transaction is expected to close in the first half of 2019. RenaissanceRe is a global provider of reinsurance and insurance.

The Willkie deal team was led by partner Sean Ewen and included associates Jeffrey Daniel, Thomas Spencer, Richard Hevier and Andrew Marmer.