The acquisition of Vander Haeghen & C° sa by Torus Insurance.

The acquisition of Vander Haeghen & C° sa by Torus Insurance.

Dear partners,

Today, we are happy and proud to announce the acquisition of Vander Haeghen & C° sa by Torus Insurance.

ENSTAR/TORUS ACQUISITION

5 February, 2015: Enstar Group Limited (“Enstar”), through one of its wholly owned subsidiaries, is finalising a transaction with Nationale Suisse to acquire Nationale Suisse Assurances SA (“NAB”), subject to regulatory approvals.

As part of the proposed transaction, Enstar subsidiary, Torus Insurance Marketing Limited (“Torus”), will acquire two niche Agencies, Vander Haeghen & Co and Arena.

In addition, Enstar subsidiary, Torus Insurance (Europe) AG (“TIE”), an A.M. Best ‘A-’ rated insurance company, will acquire the right to offer replacement coverage on certain policies issued by or on behalf of NAB upon their renewal date after closing.

The proposed transaction is anticipated to close approximately three months from the date of this communication, subject to the receipt of the necessary regulatory approvals.

TRANSACTION OVERVIEW

“Torus has strong insurance platforms operating across the Lloyd’s and London market, Continental Europe and the U.S. We are relied upon by clients around the world to help manage risk through a diversified range of specialty products. Acquiring Vander Haeghen & Co broadens our specialty product offerings, and extends our European network.

“As a subsidiary of Torus, Vander Haeghen & Co will benefit from being part of a global business whilst retaining the core knowledge and expertise that has driven its success with clients. In addition, all clients and broking partners will benefit from Torus’ dedication to provide the highest level of service to our global client base. We look forward to a successful future together.” Demian Smith, Chief Executive Officer, Torus International

  • Since launching its European operation in September 2009, Torus has established local underwriting teams across Continental Europe, with underwriting centres now in Paris, Cologne, Liechtenstein, Milan, Rotterdam and Zurich.
  • A new distribution hub in Belgium will further diversify Torus’ specialty premium base and enhance the opportunities available for insureds, employees and shareholders.
  • From the signing of the proposed transaction Vander Haeghen & Co will work with Torus to expand its portfolio and product offering in Belgium and Europe, with access to additional capacity from the Group’s various risk carriers.
  • On completion of the transaction, Vander Haeghen & Co will become a subsidiary of Torus.

KEY POINTS
Business as usual

  • This announcement does not affect Vander Haeghen & Co’s ongoing operations. As CEO’s, Bertrand Vander Haeghen and Frédéric de Haan will work alongside dedicated underwriting and claims teams to maintain the highest levels of service to clients across the full product portfolio. All policies placed by Vander Haeghen & Co and relationships will remain in place in accordance with their terms.
  • Until the proposed transaction completes, policies placed by Vander Haeghen & Co will continue to be issued by NAB, fully supported by a quota share agreement with TIE.

 ABOUT TORUS

Torus’ writes a diversified book of Specialty insurance and has well-structured and profitable business lines and strong operations across London, Continental Europe and the U.S.

 

Financial strength

  • Torus is rated A- (Excellent) by A.M. Best, financial size XI. For business written through Torus Syndicate 1301, Lloyd’s is rated A+ by Standard & Poor’s, AA- by Fitch Ratings and A (Excellent) by A.M. Best.
  • On 1 April, 2014, Torus was acquired by Enstar Group Limited together with the Trident Funds managed by Stone Point Capital. Both Enstar and Stone Point have a proven track record in building strong and profitable insurance businesses. As a subsidiary of Enstar in partnership with Stone Point, Torus now benefits from their strategic and operational support:
    Enstar has shareholders’ equity at September 30, 2014 of USD 2.2 billion and is listed on NASDAQ stock exchange (ESGR)
    Stone Point is a best-in-class private equity firm with over 25 years’ experience in the global financial services and a significant focus on the re/insurance industry. Stone Point manages the private equity funds, the Trident Funds.
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