Four lawyers in Appleby's Bermuda office recently acted for the purchaser in a landmark deal that constituted the largest acquisition, to date, by a Japanese insurance group.
A team led by Michael Burns and Jeffrey Kirk, and including George Jones and Rebecca Moses, acted for Tokio Marine & Nichido Fire Insurance Co. Ltd ("Tokio Marine & Nichido") in the acquisition of Kiln Ltd and its subsidiaries ("Kiln").
Tokio Marine & Nichido is one of the world's leading marine insurers with a company history dating back to 1879 and 15,000 employees. It is headquartered in Tokyo and has a worldwide network throughout 36 countries / regions. Tokio Marine & Nichido has capital in excess of ¥101 billion with net premiums written of ¥1.9280 trillion and total assets exceeding ¥11.1 trillion. Its ultimate parent is Millea Holdings, Inc.
Kiln is an international specialist insurance and reinsurance group that underwrites property, accident and health, marine and life-related risks. Its holding company re-domiciled from London to Bermuda in 2007. Kiln operates the fourth-largest Lloyd's managing agency with capacity of £802 million and gross written premium of £429 million. Kiln has offices in Bermuda, United Kingdom, Hong Kong, Singapore, Europe and South Africa.
This significant acquisition was achieved by means of an amalgamation under section 104 of the Bermuda Companies Act 1981. Following agreement between Tokio Marine & Nichido and the board of directors of Kiln, the amalgamation was approved by more than 99 per cent of Kiln shareholders at a Special General Meeting held on 13 February 2008.
The amalgamation was implemented by means of the Tokio Marine & Nichido 100 per cent owned special purpose company, Tokio Marine Investment (Bermuda) Ltd, amalgamating with Kiln Ltd, effective 10 March 2008, following the approval of the Bermuda Monetary Authority, the Bermuda Registrar of Companies and other applicable regulatory bodies including Lloyd's of London, the United Kingdom's Financial Services Authority, and the Financial Services Agency of Japan. The amalgamated company formed by the amalgamation of Tokio Marine Investment (Bermuda) Ltd and Kiln Ltd has retained the name Kiln Ltd.
Total acquisition consideration paid by Tokio Marine & Nichido was approximately £442 million (¥95 billion) and consisted of £1.50 consideration paid for each share to Kiln's existing shareholders.
Following the amalgamation, Kiln was de-listed from the London Stock Exchange and now forms part of the Millea Group as a wholly-owned subsidiary of Tokio Marine & Nichido.
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