Dai-ichi Life to Acquire Protective Life
*Protective to Become Dai-ichi Life’s U.S. Growth Platform and Maintain
Current Strategy, Operations and Headquarters
*Combined Company will be 13^th Largest Global Insurer^1 with Greater Scale
and Resources to Capture Future Growth
*Protective Stockholders to Receive $70 Per Share in Cash, Representing 34%
Premium Over Protective Unaffected Closing Price on May 30,2014
BIRMINGHAM, Ala. & TOKYO -- June 3, 2014
Dai-ichi Life Insurance Company, Limited (TSE: 8750) (“Dai-ichi Life”) and
Protective Life Corporation (NYSE: PL) (“Protective”) today announced that
they have entered into a definitive agreement under which Dai-ichi Life will
acquire all outstanding shares of Protective Life Corporation for $70.00 per
share in cash, or a total transaction value of approximately $5.7 billion. The
transaction consideration represents a 34% premium over Protective's
unaffected closing stock price of $52.30 on May 30, 2014.
Dai-ichi Life, founded in 1902 and headquartered in Tokyo, Japan, is one of
the top 20 global life insurers and operates throughout Japan, Australia,
Vietnam, Indonesia, India and Thailand. Protective, whose primary subsidiary,
Protective Life Insurance Company, was founded in 1907, is headquartered in
Birmingham, Alabama and offers a diverse portfolio of personalized products
and services to meet the unique life insurance, retirement income and asset
protection needs of individuals and families throughout the United States.
This strategic transaction will create the 13^th largest global insurer, with
total assets of $424 billion. Protective will become Dai-ichi Life’s platform
for growth in the United States, where Dai-ichi Life does not currently have a
material operational presence. No significant changes to Protective’s current
strategy, day-to-day operations, distribution channels or employee base are
anticipated as a result of the transaction, and Protective's President and
Chief Executive Officer John D. Johns and the current management team will
continue to lead the business from Protective's current headquarters.
"We are pleased to be entering the U.S. life insurance market by bringing such
an outstanding company as Protective into our portfolio. With a strong
leadership team, vibrant and growing retail franchise and long track record of
profitable growth organically and through the acquisition and integration of
attractive businesses, Protective is the ideal platform for expansion,” said
Koichiro Watanabe, President of Dai-ichi Life. “Our companies are an excellent
strategic fit and share similar missions and values. We look forward to
working with Protective's management and employees, who will play an integral
part in the long-term, continued success of the combined company, to grow our
business and build on Protective’s commitments to its customers, distributors
and the communities in which it operates throughout the U.S."
Protective President and Chief Executive Officer, John D. Johns, stated, "This
transaction will enable Protective to deliver substantial, immediate cash
value to our shareholders while maintaining our mission and continuing on our
growth trajectory. Dai-ichi Life and Protective are both committed to ensuring
the financial success of customers, shareholders, distribution partners and
employees. This transaction is a testament to the talent, dedication and
excellent execution by the Protective employees and management team, and we
are thrilled to be combining with such a prestigious, financially strong
company as Dai-ichi Life."
John R. Sawyer, Senior Vice President, Life and Annuity Executive, stated, “As
part of Dai-ichi Life we will have exciting opportunities to continue driving
the growth of our retail business across all product lines, and to leverage
our unique acquisition capabilities.”
The transaction, which has been approved by both companies’ boards of
directors, is expected to close by the end of 2014 or early 2015, subject to
Protective stockholders' approval, regulatory approvals in Japan and the U.S.,
and other customary closing conditions.
The transaction will include a pre-vote "market check" designed to afford an
opportunity for other bidders to determine whether they are interested in
proposing to acquire Protective. Accordingly, the Merger Agreement provides
the Company an opportunity to solicit competing proposals. In the event the
Company accepts a competing proposal the break-up fee would be $140 million.
Dai-ichi Life intends to fund the transaction through cash in hand and
supplementary sources if necessary.
Goldman Sachs is acting as financial advisor to Dai-ichi Life and Baker &
McKenzie and Willkie, Farr & Gallagher are acting as legal advisors. Morgan
Stanley is serving as financial advisor to Protective and Debevoise & Plimpton
LLP is serving as legal advisor.
ABOUT DAI-ICHI LIFE
The Dai-ichi Life Insurance Company, Limited (“Dai-ichi Life”) (TSE:8750) is
the second largest private life insurance company in Japan as measured by
total assets as of March 31, 2014.
Founded on September 15, 1902, Dai-ichi Life was the oldest mutual insurance
company in Japan until it was demutualized and listed on the Tokyo Stock
Exchange on April 1, 2010.
As of March 31, 2014, total assets were ¥37.7 trillion (USD$366.3 billion) on
a consolidated basis. Based in Tokyo, Dai-ichi Life has approximately 67,000
employees and 1,345 sales offices throughout Japan. It also has overseas life
insurance businesses in Vietnam, Australia, Thailand, Indonesia and India as
well as offices in New York, London, Hong Kong, Beijing, Shanghai, and Taipei.
For more information about Dai-ichi Life, please visit:
Protective Life Corporation is headquartered in Birmingham, Alabama and traded
on the New York Stock Exchange under the ticker symbol PL. The Company
provides financial services through the production, distribution and
administration of insurance and investment products throughout the U.S. It has
annual revenues of approximately $4.0 billion and as of December31, 2013 had
assets of approximately $68.8 billion.
For more information on Protective, please visit www.Protective.com.
^1 - Source: thebestlifeins.com. (1) As of December 31, 2012; includes only
publicly traded companies.
Statements in this press release that relate to future results and events are
forward-looking statements based on the Company’s current expectations. Actual
results and events in future periods may differ materially from those
expressed or implied by these forward-looking statements because of a number
of risks, uncertainties and other factors. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. Risks, uncertainties and assumptions include, but
are not limited to: (1)the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement;
(2)the inability to complete the proposed merger due to the failure to obtain
stockholder approval for the proposed merger or the failure to satisfy other
conditions to completion of the proposed merger, including that a governmental
entity may prohibit, delay or refuse to grant approval for the consummation of
the transaction; (3)the failure of Dai-ichi to obtain the necessary financing
arrangements to consummate the transaction; (4)risks related to disruption of
management’s attention from the Company’s ongoing business operations due to
the transaction; and (5)the effect of the announcement of the proposed merger
on the Company’s relationships with its distributors, operating results and
Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
represent the Company’s views as of the date on which such statements were
made. The Company anticipates that subsequent events and developments will
cause its views to change. However, although the Company may elect to update
these forward-looking statements at some point in the future, it specifically
disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing the Company’s views as of any date subsequent
to the date hereof. Additional factors that may cause results to differ
materially from those described in the forward-looking statements are set
forth in the Company’s Annual Report on Form 10–K for the fiscal year ended
December 31, 2013, which was filed with the SEC on February 28, 2014, under
the heading “Item 1A—Risk Factors and Cautionary Factors that May Affect
Future Results,” and in subsequent reports on Forms 10–Q and 8–K filed with
the SEC by the Company.
The Dai-ichi Life Insurance Company, Limited
Investor Relations Center
Corporate Planning Department, +81 50 3780 6930
Protective Life Corporation
Eva Robertson, 205-268-3912
Vice President, Investor Relations
Sard Verbinnen & Co
Drew Brown, 212-687-8080
Brooke Gordon, 212-687-8080
David Millar, 212-687-8080
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