August 24, 2001
- Business Alliance of The Taiyo Mutual
Life Insurance Company and NIPPONKOA Insurance Co., Ltd. in the Field of Non-life
Insurance and
- Merger of Taiyo Fire & Marine
Insurance Co., Ltd. and NIPPONKOA Insurance Co., Ltd
|
- The Taiyo
Mutual Life Insurance Company
- Taiyo Fire
& Marine Insurance Co., Ltd.
- NIPPONKOA
Insurance Co., Ltd.
The Taiyo Mutual Life Insurance Company
(President: Masahiro Yoshiike) and NIPPONKOA Insurance Co., Ltd. (President: Ken
Matsuzawa) agreed to further develop their existing relationships and, amid the
intensified competition, promote business cooperation between the two companies in order
to upgrade their customer service and deal with price competition resulting from the
liberalization of premium rates.
Concurrently with the promotion of the foregoing
alliance, Taiyo Fire & Marine Insurance Co., Ltd. (President: Tsunaie Kanie), which is
a non-life insurance company in the Taiyo Mutual Life Group, and NIPPONKOA Insurance Co.,
Ltd. agreed to merge on April 1, 2002 (expected), subject to the respective approvals of
their shareholders and the relevant authorities.
The purpose and the outline of the alliance and
the merger are as follows:
1. Business Alliance
A. Purpose of Alliance
- Taiyo Mutual Life intends
to provide its customers with higher level products and services and improve customer
satisfaction through the alliance with NIPPONKOA Insurance in the field of non-life
insurance business, and thereby enhance its presence as a comprehensive insurance company. At the same time, it intends to establish a new income base by developing
with its non-life insurance strategy as a fee business.
- NIPPONKOA Insurance, on
the other hand, intends to expand its market and increase income through the alliance with
Taiyo Mutual Life.
B. Outline of Alliance
- Taiyo Mutual Life will, at
an early stage following commencement of the alliance, subject to the approval of the
relevant authorities, be licensed to sell non-life insurance and handle administration of
non-life policies as an agent of NIPPONKOA Insurance. Consequently, it will market the
products of NIPPONKOA Insurance through approximately 11,000 of its own sales personnel,
etc. Taiyo Mutual Life can provide superior products and services in
both the life and non-life insurance areas by adding the non-life insurance policies of
NIPPONKOA Insurance to its own life insurance product
line-up.
C. Products to Be Sold
- The new-type automobile
insurance "KURUMAX," the
householders' comprehensive insurance "FULL HOUSE," both of which are among the main
products of NIPPONKOA Insurance, the new combined life and non-life policies and other
various products will be able to be offered to individual customers.
- For the corporate
customers of Taiyo Mutual Life as well, a wide range of products and services based on the
advanced expertise of NIPPONKOA Insurance will be able to be provided.
-
D. Others
- In order
to maximize the effect of non-life insurance sales by Taiyo
Mutual Life as an agent for NIPPONKOA Insurance, the two companies will work on the
development and joint study of products, administrative procedures and IT systems that
will utilize the features of both life and non-life insurance.
- 2. Merger of Taiyo Fire & Marine and
NIPPONKOA Insurance
A. Purpose of
Merger
- Taiyo Fire & Marine
and NIPPONKOA Insurance have developed close relationships up to now, such as a tie-up in
the area of claims-handling of automobile insurance.
- Concurrently with the
business alliance of Taiyo Mutual Life and NIPPONKOA Insurance, Taiyo Fire & Marine
and NIPPONKOA Insurance have decided to merge. Taiyo Fire & Marine
opted for the merger as the best way to continue to provide its customers with sufficient
services and attractive products, and NIPPONKOA Insurance decided on it in expectation of
its growth in the market of Taiyo Mutual Life/Taiyo Fire & Marine.
B. Outline of Merger (Plan)
- (i)
Merger Date
- The expected merger date
is April 1, 2002
- (ii)Surviving Entity
- NIPPONKOA Insurance will
be the surviving entity.
- (iii)
Merger Ratio
- The merger ratio of
NIPPONKOA Insurance : Taiyo Fire & Marine will be
- 1(one) : 0.38(zero point
three eight).
- (iv)
Basis for the Merger Ratio
- The two companies
discussed and agreed on the merger ratio based on the appraisals by third party institutions.
- In
order to implement the business alliance and the merger smoothly, the parties intend to
construct an optimal organizational and cooperation structure.
3.Outline of
the Three Parties.
1 |
Company Name |
- The Taiyo Mutual Life
- Insurance Co.
|
- Taiyo Fire & Marine
- Insurance Co., Ltd
|
- NIPPONKOA
- Insurance Co., Ltd.
|
2 |
Business |
Life Insurance |
Non-life Insurance
|
Non-life Insurance
|
3 |
Head Office Location |
- 2-11-2, Nihonbashi,
- Chuo-ku, Tokyo
|
- 7-7, Nibancho,
- Chiyodaku, Tokyo
|
- 3-7-3, Kasumigaseki,
- Chiyoda-ku, Tokyo
|
4 |
president |
Masahiro Yoshiike
|
Tsunaie, Knanie
|
Ken Matsuzawa |
5 |
Capital/(Fund) |
(Yen 31.0 billion)
|
Yen 5.4 billion
|
Yen 91.2 billion
|
6 |
- Total Number of
- Shares Issued
|
- |
14,700 thousand
|
848,191 thousand
|
7 |
- Shareholders' Equity/
- (Total Capital)
|
(Yen 321,896 million)
|
Yen 6,706 million
|
Yen 621,289 million
|
8 |
Total Assets |
Yen 7,266.3 billion
|
Yen 96.6 billion
|
Yen 3,361.5 billion
|
9 |
Fisical Year End |
March |
March |
March |
10 |
Number of Employees |
14,252 persons (of
which office workers 2,860 persons) |
206 persons |
9,154 persons |
11 |
Largest Share Holders |
- |
| Taiyo Life Lease Ltd. |
19.9% |
- The Taiyo Mutual Life
- Insurance Co.
|
14.1% |
- Sakura Information
- Systems Co. Ltd.
|
11.4% |
| Sakura Mortgage Co., Ltd. |
7.6% |
|
| State Street Bank and Trust Co. |
7.4% |
| The Sanwa Bank Ltd. |
4.6% |
| Nippon Express |
4.2% |
|
|
|
- Note: Taiyo Mutual Life, Taiyo Fire & marine : As
of March 31, 2001
- NIPPONKOA Insurance : As of April 2, 2001
Appendix |
- Principal Financial Indicators of the Two Merging
Companies
- (For the fisical year ended March 2001)
- (Millions of Yen)
|
| |
- Taiyo Fire & Marine
- Insurance Co., Ltd
|
- NIPPONKOA Insurance
- Co., Ltd.
|
Combined Total |
- Direct Premiums Written
- (incl. Deposit Premiums of Savings-type Policies)
|
16,245 |
932,730 |
948,975 |
| Net Premiums Written |
10,794 |
677,022 |
687,816 |
| Underwriting Profit |
1,376 |
15,698 |
17,074 |
| Ordinary Profit |
517 |
47,135 |
47,652 |
| Net Income |
440 |
13,556 |
13,996 |
| Loss Ratio (%) |
58.2 |
61.7 |
61.6 |
| Expense Ratio (%) |
49.2 |
37.4 |
37.5 |
| Number of Agents (unit: agents) |
5,867 |
56,620 |
62,487 |
|
| Note: The figures for NIPPONKOA Insurance Co., Ltd are the
combined total of The Nippon Fire & Marine Insurance Co., Ltd. and The Koa Fire &
Marine Insurance Co., Ltd. |
|
