Kromann Reumert’s Post

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Kromann Reumert is advising Topdanmark A/S (Topdanmark) on a combination agreement pursuant to which Sampo plc (Sampo) will make a recommended public tender offer (share exchange offer) to the shareholders of Topdanmark for up to all shares (excluding treasury shares and those already owned by Sampo) in Topdanmark.   Our team is being led by a cross-practice team led by partners Christian Lundgren and Thejs Tofting with senior attorneys Rune Morthorst and Anna Bast Schmidt and assistant attorneys Youness Siamar and Cecilie Schwarz-Rosman. Regulatory advice was provided by partner Morten Kofmann and attorney Adrian Kielberg. Employment law advice was provided by partner Maria Bekke Eiersted and tax advice provided by partner Michael Nørremark and assistant attorney Christian Troest Iversen.   Highlights of the exchange offer:   🔹Sampo to acquire Topdanmark in a share exchange offer: Sampo, the Nordic insurance group, offers to buy up to all shares (excluding treasury shares and those already owned by Sampo) in Topdanmark, the Danish insurer, by exchanging 1.25 new Sampo shares for each Topdanmark share.   🔹Topdanmark shareholders to receive attractive premium and ownership in Sampo: The exchange ratio implies a value of DKK 366.38 per Topdanmark share and a premium of 27% based on the closing prices on 14 June 2024. The exchange offer values Topdanmark at DKK 33 billion. Topdanmark shareholders will own 10.3% of Sampo after the transaction.   🔹Topdanmark board recommends the exchange offer and Sampo shareholders to approve it: Topdanmark's board has unanimously decided, subject to its fiduciary duties, to recommend that Topdanmark's shareholders accept the exchange offer when made. Sampo's shareholders will vote on the exchange offer at an extraordinary general meeting.   🔹Sampo to integrate Topdanmark into its pan-Nordic business organisation: Sampo plans to combine Topdanmark with its subsidiary, If, to strengthen its position as a leading P&C insurer in the Danish market. Sampo expects to benefit from the complementary business models, distribution channels, market positions and competencies of Topdanmark and If. #ExceedExpectations

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