Friends Life Group Limited has today been
acquired by Aviva
plc for £5.6 billion.
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
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.
Law firm Ogier in Guernsey has advised Friends Life on
the deal. Ogier has been working with international law firm Linklaters LLP to bring the transaction to
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
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
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