US insurance giant Arthur J. Gallagher has announced it will buy the treaty reinsurance brokerage arm of Willis Towers Watson for a proposed cash consideration of $3.25bn (£2.35bn).
It comes just over a fortnight after Willis agreed to terminate a $30bn (£22.9bn) merger agreement with Aon, in what would have created the world’s largest insurance broker, after an “impasse” with the U.S. Department of Justice (DOJ).
When European regulators approved the Aon-Willis deal, they required that Willis sell its reinsurance arm Willis Re in order to preserve competition – and Gallagher had agreed to buy it alongside some other assets for around $3.6bn.
The new deal is expected to close in the fourth quarter of the year or first quarter of next year, and also includes an earnout payable in 2025 of up to $750m in cash – subject to certain adjustments, like the main cash consideration.
The Willis Re treaty reinsurance unit secures more than $10bn of premiums a year, is active in 24 countries, and has over 750 insurance and reinsurance company clients.
“Following the termination of the proposed combination with Aon, we have been taking time to reflect on what we have learned about WTW over the last 16 months and determine how we will move forward as an independent company,” said John Haley, CEO, Willis Towers Watson.
“As part of this, we conducted a review of strategic alternatives for Willis Re, our global reinsurance business. While we highly value Willis Re and our colleagues who contribute to its success, we concluded that divestment was the appropriate path for this business and for WTW.”
Law firm Sidley Austin is representing Gallagher in its agreement to acquire the treaty reinsurance brokerage operations of Willis.