Vienna Insurance Group AG Wiener Versicherung Gruppe signed a business combination agreement with Nürnberger Beteiligungs AG in a deal that values the German multi-line insurer at €1.382 bn.
The move extends VIG’s footprint into Germany as it pursues long-term growth across Central and Eastern Europe.
The transaction involves a voluntary cash offer of €120 per share for up to 100% of Nürnberger’s share capital. That price represents a 173% premium to the unaffected three-month average. VIG plans to publish the offer document and full details on Oct. 24.
VIG decided to offer to the shareholders of Nürnberger by way of a voluntary public purchase offer to acquire all no-par value registered shares in Nürnberger, each representing a proportionate amount of €3.50 of the share capital of Nürnberger against payment of a cash consideration in the amount of €120.00 per Nürnberger Share.
Nürnberger’s management and supervisory boards said they intend to recommend shareholders accept the offer, which already has strong backing.
“In advance, Nürnberger shareholders, such as the major shareholders Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft, Versicherungskammer Bayern Versicherungsanstalt des öffentlichen Rechts, Daido Life Insurance Company and Swiss Re, have entered into irrevocable undertakings to tender their shares totaling approximately 64.4% of Nürnberger’s share capital into the Offer,” VIG said in a statement.
Also, the members of Nürnberger’s management board have confirmed that they will tender all Nürnberger shares held by them into the Offer.
Hartwig Löger, VIG’s CEO, said the acquisition will enable sustainable, profitable growth for Nürnberger while bolstering VIG’s multi-brand strategy. He emphasized that the Nürnberger identity would be maintained and its brand secured.
Harald Rosenberger, Nürnberger’s chairman, said the partnership will accelerate transformation efforts and reinforce its market position.
VIG said it aims to help Nürnberger evolve into a prevention-focused insurer, strengthen its biometric product portfolio, and give staff access to group training and development programs.
The companies also agreed not to pursue a domination or profit and loss transfer agreement for at least three years.
“The settlement of the Purchase Offer will be subject to certain customary conditions, including but not limited to the granting of the necessary regulatory approvals and the achievement of a minimum acceptance rate of at least 50% of Nürnberger’s share capital plus one Nürnberger Share (controlling majority),” VIG noted.
The deal includes standard conditions, such as regulatory approvals and a minimum acceptance threshold of 50% plus one share. Settlement will follow once those conditions are met.
The announcement comes as VIG continues its acquisitive strategy. Earlier this year, it confirmed it would acquire 80% of Moldovan insurer Moldasig S.A. after a public auction, signaling its push for deeper regional diversification.
