8-KMaterial AgreementsOther EventsExhibits & Filings

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.

Frequently Asked Questions

This 8-K filing announces ACE Limited's entry into a material definitive agreement to acquire Combined Insurance Company of America and its subsidiaries from Aon Corporation. It provides key details about the transaction, including the purchase price, scope of the acquisition, and anticipated closing timeline.

ACE Limited plans to finance the $2.4 billion acquisition through a combination of its available cash reserves and approximately $750 million in new long-term debt.

Combined Insurance Company of America is a leading underwriter and distributor of specialty individual accident and supplemental health insurance products. These products are primarily targeted towards middle-income consumers in the U.S., Europe, Canada, and the Asia Pacific region, serving over four million policyholders worldwide.

Yes, the transaction is subject to customary closing conditions, including the receipt of applicable domestic and foreign antitrust and insurance regulatory governmental approvals. The agreement also contains provisions for termination if closing does not occur by a specified date, with potential extensions for delays related to governmental approvals.