Recommended voluntary exchange offer to the shareholders of Topdanmark A/S – DKK 33 billion

The Board of Directors of Topdanmark and the Board of Directors of Sampo have today entered into a combination agreement pursuant to which Sampo will make a recommended voluntary exchange offer to the shareholders of Topdanmark to acquire all of the outstanding shares in Topdanmark not already owned by Sampo (the “Offer”).

Under the terms of the Offer, Topdanmark shareholders will receive 1.25 newly issued Sampo A shares in exchange for each share held in Topdanmark. Based on Sampo’s closing share price of EUR 39.29 on Nasdaq Helsinki on 14 June 2024, the Offer represents a value per Topdanmark share of DKK 366.38, valuing the entire outstanding share capital of Topdanmark at approximately DKK 33 billion. The consideration represents a premium of c. 27% to the closing share price of Topdanmark on Nasdaq Copenhagen on 14 June 2024 of DKK 289.60.

The Offer implies a 2024E operationel P/E of c. 23x for Topdanmark (median consensus).

The premium offered to the Topdanmark shareholders in the Exchange Offer is in line with the median takeover premium compared to closing price the date prior to announcement observed in Danish takeovers since 2000 and significantly above the median takeover premium in Danish takeovers in which the acquiring company already had a controlling interest. The premium does not take into account the potential impact on the Sampo shares following the announcement.

The share of Topdanmark owned by current minority shareholders will contribute in aggregate with approximately 7.6% of operational 2024 proforma illustrative earnings post-transaction with current Topdanmark minority shareholders receiving approximately 10.3% ownership of Sampo, implying a growth in 2024 proforma illustrative operational earnings per share of approximately 35% for Topdanmark minority shareholders and approximately 42% when including run-rate operational synergies post-tax estimated by Sampo.

Following completion of the Offer, Sampo will consolidate its leading position in the Nordic P&C insurance market by increasing its scale in Denmark where it will have a market share of approximately 21%.

This transaction marks the 3rd consecutive transaction in the last three years with Carnegie as exclusive financial advisor to Topdanmark; following the sale of Topdanmark Liv to Nordea (2022) and the acquisition of Oona Health from AnaCap (2023).   

About Topdanmark:
Topdanmark is Denmark’s third largest non-life insurance company with a market share of around 15%. Topdanmark is listed on Nasdaq Copenhagen. The largest shareholder in Topdanmark is Sampo, which owned approximately 49.5% of the shares in Topdanmark prior to voluntary exchange offer.

About Sampo:

Sampo is a leading Nordic insurance group with activities in the four Nordic countries and the UK supplemented by a smaller share of operations in the Baltics. Today, Sampo is a pure-play P&C insurance company with a market capitalisation of approximately EUR 20 billion.

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