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Chubb Ltd 8-K Report, Material Agreement (Dec 20, 2007)

Filed December 20, 2007For Securities:CB

Summary

ACE Limited (now Chubb Ltd.) announced a significant acquisition on December 20, 2007, filing an 8-K to report the entry into a stock purchase agreement with Aon Corporation. The agreement, dated December 14, 2007, details ACE's intention to acquire Combined Insurance Company of America and fourteen of its subsidiaries for an all-cash purchase price of $2.4 billion, subject to customary closing adjustments related to net worth. This strategic move significantly expands ACE's global presence in the specialty individual accident and supplemental health insurance market, targeting middle-income consumers across the U.S., Europe, Canada, and Asia Pacific. The acquisition is not contingent on financing for ACE or shareholder approval for either party, indicating a strong commitment from ACE. The anticipated closing by the end of the second quarter of 2008, with potential extensions, positions this as a major integration effort for ACE in the coming year.

Key Highlights

  • 1ACE Limited entered into a definitive agreement to acquire Combined Insurance Company of America and 14 subsidiaries from Aon Corporation.
  • 2The all-cash purchase price for the acquisition is $2.4 billion, with potential post-closing adjustments based on net worth.
  • 3Combined Insurance specializes in individual accident and supplemental health insurance for middle-income consumers globally.
  • 4The transaction does not require shareholder approval from either ACE or Aon.
  • 5ACE expects to finance the acquisition through a combination of existing cash and approximately $750 million in new long-term debt.
  • 6The closing is anticipated by the end of the second quarter of 2008, subject to regulatory approvals and other customary conditions.
  • 7Aon has agreed to certain post-closing obligations, including employee non-solicitation and a two-year worldwide non-compete for specific insurance lines.

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