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4: Resolution takeover battle



                   On 25 July, 2007 Resolution and UK life insurer Friends Provident
                   announced a merger that would value the combined entity at
                   around £8.6bn but was criticised for offering poor value for
                   shareholders. Resolution and Friends’ shareholders were due to
                   vote on the groups' planned merger at an extraordinary general
                   meeting on 5 November.


                   Standard Life teamed up with a major global reinsurer Swiss Re, to
                   devise a deal which would see a cash and share bid for
                   Resolution, which would break up the business and offer a more
                   attractive alternative to Resolution shareholders than the proposed
                   merger with Friends Provident.

                   Crombie commented that:

                                 “any acquisition had to offer one or more of:


                                 •  a potentially valuable customer base
                                 •  tangible scale benefits through operational
                                     synergies
                                 •  product infill
                                 •  an extension to our distribution reach


                                 Resolution ticked all of those boxes, but we were
                                 determined not to pursue it at any price.”


                   Standard Life planned to take over Resolution's leading protection
                   offering, gain access to Abbey’s nationwide network of more than
                   700 branches (providing access to a further two million potential
                   customers) and acquire Resolution Asset Management, bringing
                   an additional £50bn assets under management onto its own
                   platform.

                   Standard Life's bid was seen as a surprising move by market
                   commentators as the company had thus far focussed primarily on
                   organic growth. The deal would create one of the largest pension
                   and life assurance firms in the UK, with more than seven million
                   U.K. customers.  Following the transactions, Standard Life would
                   have enhanced scale in its leading asset management business
                   with combined funds under management of approximately £191bn.
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