What is the main purpose of this 8-K filing?

This 8-K filing announces that ACE Limited, through its subsidiary ACE American Insurance Company, has entered into a material definitive agreement to merge with and acquire Rain and Hail Insurance Service, Inc. for approximately $1.1 billion in cash.

What is the expected closing date for the acquisition of Rain & Hail?

The merger is anticipated to be completed in the fourth quarter of 2010, subject to the satisfaction of customary closing conditions, including regulatory approvals and the expiration of the Hart-Scott-Rodino waiting period.

What is the financial impact of this acquisition on ACE Limited?

ACE Limited is acquiring Rain & Hail for approximately $1.1 billion in cash. This represents a significant investment and a strategic expansion for ACE, although specific financial projections beyond the purchase price are not detailed in this filing.

Are there any conditions or potential penalties related to the termination of the merger agreement?

Yes, the Merger Agreement includes provisions for termination. If the merger does not close by June 30, 2011, either party may terminate the agreement. Furthermore, Rain & Hail may be required to pay ACE American a termination fee of $50 million if the agreement is terminated under specified circumstances.

CB 8-K: Material Agreements & Regulation FD

Summary

This 8-K filing by ACE Limited (the registrant, which is Chubb Ltd.) on September 14, 2010, announces a significant acquisition. ACE American Insurance Company, a subsidiary of ACE Limited, entered into an Agreement and Plan of Merger to acquire Rain and Hail Insurance Service, Inc. The transaction is structured as a merger where Rain & Hail will become a wholly owned subsidiary of ACE American. The aggregate cash consideration for this acquisition is approximately $1.1 billion, based on an estimated adjusted book value of Rain & Hail as of December 31, 2010. This strategic move indicates ACE's intention to expand its operations and market presence. The acquisition is expected to close in the fourth quarter of 2010, subject to customary closing conditions such as regulatory approvals and the expiration of the Hart-Scott-Rodino waiting period. ACE already holds a 20% stake in Rain & Hail, and the remaining shares will be acquired through this merger. The filing also details customary provisions such as representations, warranties, indemnification, and termination clauses, including a $50 million termination fee under certain circumstances. Support agreements have been secured from shareholders representing approximately 17% of Rain & Hail's common stock to vote in favor of the merger.

Key Highlights

1ACE Limited, through its subsidiary ACE American Insurance Company, is acquiring Rain and Hail Insurance Service, Inc. for approximately $1.1 billion in cash.
2The acquisition is structured as a merger, with Rain & Hail becoming a wholly owned subsidiary of ACE American.
3The transaction is expected to close in the fourth quarter of 2010, pending regulatory approvals and other customary conditions.
4ACE currently owns approximately 20% of Rain & Hail's outstanding shares.
5The Merger Agreement includes standard provisions such as representations, warranties, and indemnification.
6A termination fee of $50 million is stipulated under specific circumstances.
7Shareholder support agreements have been obtained from holders of approximately 17% of Rain & Hail's common stock.

Chubb Ltd 8-K Report, Material Agreement (Sep 14, 2010)

Summary

Key Highlights

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