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

This 8-K filing announces that ACE Limited has entered into a material definitive agreement to merge with The Chubb Corporation. It outlines the key terms of the merger, the consideration to be paid to Chubb shareholders, and the conditions that must be met for the transaction to be completed.

What will Chubb shareholders receive in the merger?

Chubb shareholders will receive a combination of 0.6019 common shares of ACE Limited and $62.93 in cash for each outstanding share of Chubb common stock they own. This is referred to as the 'Merger Consideration'.

What are the key conditions for the merger to be completed?

The merger is subject to several conditions, including: approval by Chubb shareholders, approval by ACE shareholders of the share issuance and other related matters, receipt of required governmental and insurance regulatory approvals, expiration of the Hart-Scott-Rodino waiting period, the SEC declaring ACE's Form S-4 effective, and the listing of ACE's shares on the NYSE. Neither party's obligation to close is subject to a financing condition.

What is ACE Limited's intention regarding the Chubb brand and its own name?

Following the effective time of the merger, ACE Limited plans to begin using the Chubb brand and marketing names as part of its integration plan. ACE also intends to submit an amendment to its Articles of Association to change its name from ACE Limited to Chubb Limited.

CB 8-K: Material Agreements

Summary

This 8-K filing by ACE Limited (now Chubb Limited) announces a material definitive agreement to merge with The Chubb Corporation. The transaction, structured as a merger of a subsidiary of ACE with Chubb, will result in Chubb shareholders receiving a combination of ACE common shares and cash for their shares. This strategic combination aims to create a leading global insurance organization, leveraging the strengths of both companies. Investors should note that the completion of this merger is contingent upon several closing conditions, including shareholder approvals from both companies, regulatory clearances, and successful SEC filings. The merger agreement outlines specific terms for the exchange of Chubb's common stock and equity awards into ACE's securities. It also details covenants regarding how both companies will conduct their business leading up to the closing, including restrictions on soliciting alternative transactions for Chubb and efforts to obtain necessary approvals. This filing serves as a crucial disclosure for stakeholders regarding the initiation of this significant corporate event, highlighting the potential for a substantial shift in the insurance landscape.

Key Highlights

1ACE Limited entered into a Merger Agreement with The Chubb Corporation on June 30, 2015, to merge the two companies.
2The transaction will be structured as a merger of a wholly-owned subsidiary of ACE with Chubb, with Chubb continuing as the surviving entity and an indirect subsidiary of ACE.
3Chubb shareholders will receive 0.6019 ACE common shares and $62.93 in cash per share of Chubb common stock.
4Outstanding Chubb equity awards (stock options, RSUs) will be converted into ACE equity awards.
5Completion of the merger is subject to various conditions, including approvals from shareholders of both ACE and Chubb, and regulatory clearances (e.g., HSR Act, insurance regulators).
6The merger agreement includes customary representations, warranties, and covenants, with provisions for termination and a potential termination fee of $930 million payable by Chubb to ACE under certain circumstances.
7ACE intends to change its name to Chubb Limited after the merger and maintain significant North American operations in New Jersey.

Chubb Ltd 8-K Report, Material Agreement (Jul 7, 2015)

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