Protective Life Sued Over $5.7 Billion Dai-ichi Deal

Protective Life Corp. (PL) was sued by a shareholder who said a proposed $5.7 billion purchase of the company by Dai-ichi (8750) Life Insurance Co. is unfair to investors because other potential bidders were locked out.

Dai-ichi, Japan’s second-largest life insurer, announced last month that it would pay $70 a share in cash for Birmingham, Alabama-based Protective, to expand its business in the U.S.

The deal, which is scheduled to close by the end of 2014 or early 2015, is flawed because Dai-ichi is the only company Protective negotiated with, the investor, Samuel Leyendecker Jr., said in a complaint filed yesterday in Delaware Chancery Court.

Dai-ichi’s purchase is the biggest foreign acquisition by a Japanese life insurer, according to data compiled by Bloomberg. The U.S. accounts for about 22 percent of the global insurance market and is expected to continue to grow faster than Japan, where a shrinking population is eroding demand.

Leyendecker said in his complaint that Protective directors failed to maximize shareholder value while locking up the transaction with deal-protection devices that preclude other bidders. Leyendecker seeks to represent all shareholders in his bid to block the deal.

David Millar, a spokesman for Protective Life at Sard Verbinnen & Co., declined to comment on the complaint.

The case is Leyendecker v. Protective Life Corp., CA9931, Delaware Chancery Court (Wilmington)

To contact the reporter on this story: Sophia Pearson in federal court in Philadelphia at

spearson3@bloomberg.net

To contact the editors responsible for this story: Michael Hytha at mhytha@bloomberg.net Andrew Dunn, Fred Strasser

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