Guernsey's Friends Life acquired by Aviva for £5.6bn
10 April 2015
Friends Life is a Guernsey-incorporated company listed on the Main Market of the London Stock Exchange and the acquisition by Aviva has created the UK's largest insurance, savings and asset management firm.
Shareholders of Friends Life now own 26% of the enlarged group, which will all be branded Aviva, serving 16 million UK customers - equivalent to about one in four households - and around £340 billion of assets under management. The £5.6 billion takeover of Friends Life is the largest insurance deal in the UK since the merger of CGU and Norwich Union in 2000, which created Aviva.
Caroline Chan, Partner at Ogier, said: "The M&A sector here is pretty buoyant at the moment both in terms of local deals and those on the international stage, such as the Friends Life/Aviva deal, which brings together two well-known insurance businesses. It is the latest in a number of high profile M&A deals that Ogier has advised on."
The acquisition of Friends Life (formerly Resolution Limited), by way of a Guernsey scheme of arrangement, has involved Guernsey corporate, competition and insurance regulatory aspects, as well as work required to obtain approval for the scheme of arrangement from the Royal Court of Guernsey.
Advocate Chan led the Guernsey deal team, which included Managing Associate Andrew Munro. Ogier Partner Advocate Mathew Newman, with assistance from Managing Associate Sally Peedom and Associate Erin Trimble-Cregeen, advised and appeared in the Royal Court for Friends Life on its scheme of arrangement applications.
Advocate Newman added: "The completion of this transaction required a Guernsey Court sanctioned scheme of arrangement. Guernsey has recently seen a number of relatively high profile schemes of arrangement and this latest example demonstrates how the Guernsey courts are willing to take a flexible, yet (to English and Commonwealth lawyers) relatively familiar, approach, in order to provide a sensible and fair outcome for those involved."
Carey Olsen advised Aviva on its acquisition in one of the largest ever takeovers in the insurance market and the largest scheme of arrangement to go through the Guernsey court. Aviva acquired all the ordinary share capital of Friends Life on the basis of an exchange ratio of 0.74 Aviva ordinary shares for each Friends Life ordinary share.
The Carey Olsen team was led by Guernsey Corporate Partner Tom Carey who was assisted by Senior Associates Adrian Sarchet, James Stockwell and Natasha Kapp who advised on the Guernsey corporate, competition and insurance law aspects of the transaction.
Mr Carey said: "This is a very significant deal for Aviva and the insurance market generally and we expect the Royal Court's decision to become the leading judgement on the conduct of takeover schemes of arrangement in Guernsey. I am proud of what our team has achieved for Aviva, which further demonstrates that Carey Olsen is the go to firm for transactions of this nature."
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