Allianz-Income deal off in its current form, but Govt open to new arrangement: Edwin Tong
Source: Straits Times
Article Date: 15 Oct 2024
Author: Angela Tan
Allianz on July 17 made an offer to buy a controlling stake of at least 51 per cent in Income, in a deal that was valued at $2.2 billion.
The much-debated deal between German insurer Allianz and Income Insurance has been called off by the Singapore Government on concerns over the deal structure and the ability of the local insurer to continue its social mission.
The scrapping of the deal was announced in Parliament on Oct 14 by Mr Edwin Tong, who is Minister for Culture, Community and Youth and Second Minister for Law.
“The Government has assessed the proposed transaction and has decided that it would not be in the public interest for the transaction, in its current form, to proceed,” he said.
The Insurance Act will be amended on an urgent basis to allow the approval of the deal to be withheld. This will pave the way for the Monetary Authority of Singapore (MAS) to consider the views of the Ministry of Culture, Community and Youth (MCCY) in future applications related to insurers that are cooperatives or are linked to cooperatives.
Mr Tong said the Government does not have concerns over Allianz’s standing or suitability to acquire a majority stake in Income.
The concerns lie in the terms and structure of this specific transaction, particularly in the context of Income’s corporatisation exercise.
Mr Tong added that the Government is open to future new proposals, if the concerns are addressed.
The latest move comes three months after Allianz on July 17 made an offer to buy a controlling stake of at least 51 per cent in Income, in a deal that was valued at $2.2 billion.
The issue was then debated at a Parliament sitting on Aug 6.
After the sitting, MAS provided MCCY with new information submitted by Allianz, Income and Income’s parent NTUC Enterprise about optimising the capital of Income after the deal is completed.
The plan was for Income to run its insurance business more efficiently, without the need to hold as much capital as it currently does. Allianz thus projected that Income could return some $1.85 billion in cash to its shareholders within the first three years after completion of the transaction.
Mr Tong said MCCY had not seen this information earlier. These projections were submitted to MAS around the time the proposed transaction was announced in mid-July.
Mr Tong said MAS had reviewed the information based on “prudential grounds”, focusing on whether Allianz was a fit and proper institution, its financial strength and track record, so that the interests of Income’s policyholders would be safeguarded.
“Based on the plans submitted, MAS did not have reason for concern as Income was projected to continue to meet regulatory capital requirements with a healthy margin even with the capital reduction,” Mr Tong said.
However, after the August sitting, MAS saw that Income’s planned capital optimisation could be relevant to MCCY’s views on the proposed deal and shared the information with the ministry.
“It was at this point, after MCCY reviewed the information on the proposed transaction, that we became concerned,” Mr Tong said.
“We decided that there was sufficient basis for the Government to intervene in the proposed transaction, to protect the public interest, notwithstanding that the financial prudential requirements had been satisfied,” he said.
MCCY is not confident that the proposed transaction would not affect the ability of the co-op movement as a whole, or of Income itself, to carry out its social mission, the minister said.
When Income embarked on a corporatisation exercise in 2022 to change its legal form from a cooperative to a company, it told MCCY that it was aiming to build up capital resources and enhance its financial strength.
Income also sought and obtained an exemption to allow it to carry over a surplus of $2 billion to the new corporate entity.
If not for the exemption, the $2 billion sum would have gone to the Co-operative Societies Liquidation Account to benefit the co-op movement in Singapore as a whole. This is a requirement under the legal framework for the winding up of a cooperative.
The proposed capital reduction runs counter to the premise on which the exemption was given, Mr Tong pointed out.
“MCCY has not seen any arrangement within the present transaction to account for the estimated $2 billion surplus that was carried over to the new corporate entity... There is no clarity on how this sum will be directed towards advancing Income’s social mission,” he said.
Second, MCCY is not convinced that Income can continue fulfilling its social mission after the deal.
There are no clear binding provisions or structural protections in the deal to ensure Income’s social mission will be discharged, said Mr Tong.
It is also not clear what Income might do after the capital reduction, be it adjusting or trimming its insurance portfolio, and what impact this could have on policyholders.
The above two factors, when taken together with the fact that Income’s parent company NTUC Enterprise will be a minority shareholder after the deal, cumulatively posed a risk that MCCY deemed “not to be acceptable”.
In response to several MPs’ concerns about how the Government plans to exercise its oversight going forward, as well as the mechanisms to protect Income’s social mission and capital surpluses, Mr Tong said MCCY may consider future legislative amendments to give the Government stronger levers over co-ops that may wish to be corporatised.
In response to Workers’ Party MP Jamus Lim’s (Sengkang GRC) concerns over the regulator’s reputation, Second Minister for Finance Chee Hong Tat said MAS takes its reputation very seriously, which is “why we want to handle this in an open and transparent manner”.
Mr Chee, who tabled an amendment to the Insurance Act after Mr Tong’s statement, explained that current legal provisions do not provide explicitly for the minister in charge of MAS, or MAS itself, to assess an application on non-prudential considerations.
In a Facebook post, Prime Minister Lawrence Wong said the Government supports having a strong partner for Income to strengthen its capital base and market position.
“We have no concerns over Allianz’s standing or suitability to acquire a majority stake in Income. Allianz is a major global insurance company and asset manager that can bring financial strength and expertise to Income.
“Our concerns are over the structure and terms of this specific transaction, particularly in the context of assurances which Income had given to MCCY when the former was corporatised in 2022. Though this transaction will not proceed, we remain open to a new deal that Income may pursue with Allianz or other partners, so long as our concerns are fully addressed.”
Former Income chief executive Tan Suee Chieh told The Straits Times that he had not expected the deal to be halted, and welcomed the decision to change the law to reject the proposal in its current state.
Professor Lawrence Loh, director of NUS Business School’s Centre for Governance and Sustainability, said: “I am very encouraged that the Government has the courage to reverse anything they see is not right.”
He added: “The merits of the deal are there, given what we knew since July, but with the new information on the capital reduction, that is contrary to the original intent and spirit of the acquisition. It is unacceptable, given that when Income was corporatised, it was exempted from returning the $2 billion surplus, which in my mind is public money.”
The second reading and third reading of the Bill will take place on Oct 16.
Allianz to consider revising Income offer after current deal blocked by Singapore Govt
German insurer Allianz said late on Oct 14 that it will consider revisions to the proposed transaction structure to acquire a majority stake in Singapore’s Income Insurance.
This comes after the Singapore Government blocked the deal on concerns over the deal structure and the ability of the local insurer to continue its social mission.
Allianz, which is listed in Germany, said it respects the Government’s position and will assess the situation with Income and NTUC Enterprise.
“We are convinced that partnering with Income Insurance, a company that shares Allianz’s values and commitment to customer excellence, will benefit Singapore’s customers and society,” it added. “We will now work closely with the relevant stakeholders to consider revisions to the proposed transaction structure,” Allianz said.
Income and its parent NTUC Enterprise also said they will work closely with relevant stakeholders to decide on the next course of action.
Mr Edwin Tong, who is Minister for Culture, Community and Youth and Second Minister for Law, said in Parliament on Oct 14 that the Government has decided that it would not be in the public interest for the transaction to proceed in its current form.
First, there are doubts over Income’s ability to continue to fulfill its social mission. Second, a proposal by Allianz to undertake a capital reduction exercise to return $1.85 billion to shareholders, within the first three years after the deal is completed, do not align with earlier assurances made by Income.
When Income embarked on a corporatisation exercise in 2022, it had obtained an exemption to allow it to carry over a surplus of $2 billion to the new corporate entity.
If not for the exemption, the $2 billion sum would have gone to the Co-operative Societies Liquidation Account to benefit the co-op movement in Singapore as a whole. This is a requirement under the legal framework for the winding up of a cooperative.
Following the Government’s decision to block the current deal, the Insurance Act will be amended on an urgent basis to allow the approval to be withheld.
This will pave the way for the Monetary Authority of Singapore (MAS) to consider the views of the Ministry of Culture, Community and Youth (MCCY) in future applications related to insurers that are cooperatives or are linked to cooperatives.
NTUC Enterprise, which owns close to 73 per cent of Income, said it will study carefully the implications of Mr Tong’s ministerial statement and the amendments to the Insurance Act.
It will “work closely with relevant stakeholders to decide on the next course of action”.
The organisation also said it has consistently acted in good faith to safeguard the interests of shareholders, policyholders and employees of Income, adding that it “believes Allianz’s offer will enable Income Insurance to be even more relevant and resilient over the long term, to fulfil its social commitments, and meet its obligations to its policyholders”.
In a separate statement, Income also said it will review and take into consideration the forthcoming amendments to the Insurance Act and work closely with relevant stakeholders to study and decide on the next course of action.
The insurer added that it “remains committed to empowering the financial well-being of Singaporeans”.
Governance advocate Professor Mak Yuen Teen of the National University of Singapore said the deal may not sufficiently protect the social objectives of Income after Allianz acquires a majority stake.
A capital reduction may also be in effect a way for Allianz to help finance the deal, and this may in turn affect Income’s ability to deliver on social objectives.
This is probably why Allianz was willing to pay a high price while still expecting a good return on investment, he said.
Source: Straits Times © SPH Media Limited. Permission required for reproduction.
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