Professional Documents
Culture Documents
Valua*on
Session
9
© Pierre Faddoul - 2019
Financial
Ins.tu.on
analysis
Determining
value
of
an
insurance
company
Financial
Ins.tu.on
analysis
Embedded
Value
(EV)
The
formal
defini.on
of
EV
includes
the
adjusted
net
worth
of
assets
and
value
of
in-‐force
business.
Adjusted
net
worth
is
the
realized
net
asset
value
of
capital
and
surplus,
while
the
value
of
in-‐force
business
is
comprised
of
the
present
value
of
future
aIer-‐tax
profits
and
the
cost
of
capital.
Financial
Ins.tu.on
analysis
Adjusted
Net
Asset
Value
(ANAV)
ANAV
is
equal
to
the
sum
of:
Net
Asset
Value
(shareholders’
equity)
+
Adjustments
to
Net
Asset
Value
(aIer
taxes
and
PH
par.cipa.on)
• unrealised
gains
and
losses
(+/-‐)
• intangibles
(start
up
costs,
Deferred
Acquisi.on
Costs,
…)
(-‐)
• revalua.on
of
par.cipated
companies
(+)
• cross
par.cipa.ons
(-‐)
Financial
Ins.tu.on
analysis
Value-‐In-‐Force
(VIF)
Defini.on:
Present
value
at
valua.on
date
of
future
industrial
profits
(aIer
taxes
and
reinsurance)
expected
to
emerge
from
all
contracts
exis.ng
at
valua.on
date,
aIer
allowance
for
the
cost
of
financial
guarantees
and
op.ons,
the
cost
of
non-‐financial
risks
and
the
cost
of
holding
the
required
capital
Value
of
in-‐force
(VIF)
=
value
“implicit”
in
the
contracts
already
in-‐force
Financial
Ins.tu.on
analysis
Value-‐In-‐Force
(VIF)
Financial
Ins.tu.on
analysis
Value-‐In-‐Force
(VIF)
Financial
Ins.tu.on
analysis
EV:
Water
Fall
Chart
Financial
Ins.tu.on
analysis
Value
of
new
business
§ The
VNB
is
a
measure
of
the
economic
value
of
the
profits
expected
to
emerge
from
new
business
net
of
the
cost
of
suppor.ng
capital.
VNB
is
the
increase
in
EV
over
the
period
due
to
new
business.
§ VNB
margin:
is
computed
as
VNB
for
the
period/APE
for
the
period.
It
is
similar
to
profit
margin
for
any
other
business.
§ Loss
ra*o:
measures
the
total
incurred
losses
in
rela.on
to
the
total
collected
insurance
premiums
§ Expense
ra*o:
is
calculated
by
dividing
the
incurred
underwri.ng
expenses
by
the
earned
premiums
§ Combined
ra*o:
measures
the
incurred
losses
and
expenses
in
rela.on
to
the
total
collected
premiums.
§ Solvency
ra*o:
of
an
insurance
company
is
the
size
of
its
capital
rela.ve
to
all
the
risk
it
has
taken,
which
is
all
liabili.es
subtracted
from
total
assets.
FINANCIAL
INSTITUTIONS
2007
“Crown
Jewels”
defense
by
ABN
RBS-led consortium takeover of ABN Amro
May
to
July
:
§ The
RBS-‐led
consor.um
unveils
a
J u l y
2 3
-‐
bid
for
ABN
valued
at
38.40
euros
October
10th
-‐
B a r c l a y s
October
The
consor.um
per
share,
worth
a
total
$95.7
raises
its
offer
1st
-‐
Bank
O c t o b e r
4 t h
-‐
wins
a
bidding
billion,
or
71.1
billion
euros;
later
f o r
A B N
o f
B a r c l a y s
w a r
a g a i n s t
improved
by
offering
more
cash.
A M R O ,
America
The
consor.um
has
kept
its
offer
withdraw Barclays
for
ABN
valued
at
the
absorbs
AMRO
with
a
70
at
38.4
euros
per
share,
10
.me
at
67.5
LaSalle
s
offer
at
b i l l i o n
e u r o
percent
above
an
all-‐share
offer
billion
euros
c l o s i n g
date
offer,
making
it
from
Barclays
currently
worth
($93
billion)
t h e
b i g g e s t
about
35
euros
per
share,
but
to
include
a
raises
the
cash
component
to
93
b a n k i n g
cash
element
t a k e o v e r
i n
percent
from
79
percent
before.
history.
§ The
consor.um
formally
launches
its
71.1
billion-‐euro
($98.2
billion)
bid
for
Dutch
bank
ABN
AMRO
2007
RBS-led consortium takeover of ABN
Amro
ABN
Amro:
§ Founded
in
1824
§ Total
opera.ng
income
€22.658bn
§ Ranked
as
the
eighth
largest
bank
in
Europe
§ Headquartered
in
Amsterdam,
with
more
than
4,500
branches
in
53
countries
§ Employed
more
than
105,000
people
before
the
takeover
RBS-led consortium takeover of ABN Amro
The
consor*um:
§ The
takeover
is
described
as
hos.le
because
the
board
of
ABN
Amro
did
not
recommend
either
the
offer
from
Barclays
or
the
RBS
Consor.um.
It
was
therefore
the
shareholders
(owners
of
the
company)
who
were
instrumental
in
vo.ng.
Shareholders
will
typically
support
the
offer
that
delivers
them
the
biggest
gains.
Among
ABN’s
largest
shareholders
were
pension
and
fund
managers,
and
because
they
own
such
a
large
propor.on
of
the
shares
their
votes
were
crucial.
§ The
RBS
Consor.um
was
compe.ng
against
Barclays
Bank,
which
outlined
plans
for
a
€65bn
takeover
of
ABN
in
March
2007.
Market
forces
including
the
credit
crunch
(for
more
informa.on
see
‘The
Ul.mate
Law
Guide
to
the
Credit
Crunch
and
the
implica.ons
for
corporate
law
firms’)
and
the
subsequent
support
offered
by
the
Bank
of
England,
which
pushed
down
Barclays’
share
price,
meaning
it
was
unable
to
match
the
€70bn
proposed
by
the
RBS
Consor.um.
§ The
RBS
Consor.um’s
offer
was
cash
rich
and
looked
more
generous
to
the
ABN
shareholders
than
the
equity-‐heavy
offer
from
Barclays,
which
was
lessened
by
the
fall
in
its
share
price.
§ The
shareholders
struggled
to
choose
between
the
larger
offer
from
the
RBS
Consor.um,
which
would
split
ABN,
and
the
lower
offer
from
Barclays,
which
was
decreasing
daily
due
to
the
fall
in
share
price
but
which
would
ul.mately
keep
the
en.re
ABN
organisa.on
together.
RBS-led consortium takeover of ABN Amro
The
closing:
§ ABN
bosses
preferred
the
Barclays
offer
because
this
would
have
kept
the
ins.tu.on
intact
and
the
headquarters
would
have
remained
in
the
Netherlands.
§ One
aspect
worthy
of
note
is
the
cultural
difference
between
the
Dutch
shareholders
and
Bri.sh
or
US
shareholders.
The
complexity
and
poten.al
for
conflict
in
the
RBS
Consor.um’s
proposal
was
immense.
§ The
plan
was
to
split
the
bank
into
three
parts,
and
each
of
the
RBS
Consor.um
members
would
take
control
of
the
parts
of
the
banks
they
were
best
placed
to
deal
with.
In
prac.ce,
this
would
mean
that
RBS
would
take
over
ABN’s
wholesale
opera.on
and
its
Asian
business;
Santander
would
take
control
of
the
retail
banking
franchises
in
Italy
and
Brazil;
and
For.s
would
take
over
the
Dutch
retail
opera.on,
and
the
asset
management
and
private
banking
arms.
RBS-led consortium takeover of ABN Amro
The
ra*onale:
§ The
RBS
Consor.um
forecast
a
massive
cost
saving
and
revenue
benefits
of
€1.8bn
if
they
successfully
took
over
ABN
§ In
addi.on
to
cost
saving,
ABN’s
business
would
allow
the
RBS
Consor.um
to
access
a
whole
new
group
of
clients,
par.cularly
in
fields
where
ABN
held
strong
posi.ons,
for
example
in
debt
and
risk
management
products.
The
member
of
the
RBS
Consor.um
who
took
over
this
aspect
would
have
a
list
of
ready-‐made
contacts
and
the
goodwill
that
comes
from
having
built
business
rela.onships
over
the
years.
The
new
owners
would
also
have
a
new
host
of
services
to
offer
their
exis.ng
clients.
§ Barclays
had
similar
ideas:
if
it
had
been
successful
in
merging
with
RBS,
its
plan
was
to
eliminate
costs
of
€2.8bn
RBS-led consortium takeover of ABN Amro
Expected
Transac.on
Benefits:
Summary
Source:
For9s
RBS-led consortium takeover of ABN Amro
Expected
returns
Source:
For9s
RBS-led consortium takeover of ABN Amro
Structure
Source:
For9s
RBS-led consortium takeover of ABN Amro
Financing:
§ For.s:
13
billion
euro
rights
issue,
priced
at
a
heIy
44
percent
discount
to
its
share
price.
Remaining
in
debt
§ RBS:
in
Eur
millions
%
of
total
Issue
of
new
ordinary
shares
4,281
15%
Total
Equity
Component
4,281
15%
§ Bidding
war:
Consor.um
basically
entered
in
a
bidding
war
with
Barclays
over
ABN
Amro
§ No
response
to
M&A
defense:
selling
the
“Crow
Jewels”
(Lasalle)
did
not
deter
the
consor.um
nor
affected
the
purchase
price
§ Financing:
• Sell-‐off
in
global
financials
shares
due
to
the
looming
global
financial
crisis
during/subsequent
to
the
acquisi.on
rendered
the
acquisi.on
even
more
expensive
• Same
for
the
blow-‐up
in
credit
spreads
• Over-‐reliance
on
short
term
funding
which
froze
during
the
global
financial
crisis