Mitsui Sumitomo Insurance to purchase W. R. Berkley shares
W. R. Berkley Corporation confirmed that Japanese property and casualty insurance carrier Mitsui Sumitomo Insurance has entered into an arrangement with a company owned by members of the Berkley family and trusts for their benefit providing for MSI to purchase 15% of the company’s outstanding common stock through open market purchases or private transactions with third parties. The Berkley Family will not be selling any of its common stock to MSI, nor will MSI be purchasing any shares from the company as part of the arrangement.
Under the terms of the agreements being entered into between MSI and the Berkley Family, once MSI acquires 4.9% of the outstanding common stock, MSI agrees to vote those shares pursuant to the recommendations of the Berkley Family, except in limited circumstances where the Berkley Family will vote the MSI shares in the same proportion as all of the non-MSI shares are voted. Once MSI acquires at least 12.5% of the outstanding shares, the Berkley Family agrees to recommend the nomination and election of a MSI director designee to the company’s Board of Directors, subject to review and approval by the Board’s Nominating and Corporate Governance Committee in accordance with its governance policies and procedures and appointment to the Board by the Board and subsequent re-election at the Company’s annual stockholder meeting. The Berkley Family intends to continue to have two representatives on the Company’s Board.
The agreements between MSI and the Berkley Family will not have any effect on the day-to-day operations of the company, nor will these arrangements reduce the Berkley Family’s commitment to the company.
Under the agreements with the Berkley Family, MSI has also agreed to customary standstill restrictions relating to the company that are also directly enforceable by the Company.
“We have deep respect for MSI developed over years of collaborating with them through the Company’s re-insurance operations. We remain committed to the Company’s long-term success and we welcome the opportunity to have MSI as a shareholder. Their significant investment in the Company’s shares is a validation of our Company’s outstanding performance and growth trajectory, and we are excited to have regular conversations with them about opportunities to leverage their international presence to help the Company drive sustainable stockholder value.” – Rob Berkley, President and CEO of W. R. Berkley Corporation.
“We are extremely excited to make an investment in W. R. Berkley. Their first-class track record in the U.S. specialty market attracted us in making an investment, and we look forward to bringing our network in Japan, Asia and other selected markets to lead to sustained growth and increased value for both the Company and MSI’s investment.” – Shinichiro Funabiki, President and CEO of MSI.
In connection with the Investment and Voting Arrangement, the company entered into a cooperation agreement to assist MSI with its related regulatory filings, approvals and accounting treatment for its investment. A special committee of the company’s Board of Directors, composed of three independent and disinterested directors and advised by independent legal counsel, reviewed, negotiated, considered and recommended these agreements and related matters for the Company, which were approved by the independent and disinterested directors of the company’s Board. Prior to the formation of the special committee, the Berkley Family indicated that they would not proceed with the arrangements with MSI absent the recommendation of the special committee and the approval of the independent and disinterested directors of the Board.
MSI’s investment is subject to customary regulatory approvals and is anticipated to be completed by the end of March 2026.
