Sampo’s $4.74 Billion Exchange Offer for Topdanmark

Cleary Gottlieb is representing Goldman Sachs International (Goldman Sachs) as financial advisor to Sampo plc (Sampo) in its exchange offer to acquire all of Topdanmark’s shares not already owned by Sampo at an exchange ratio of 1.25 A shares of Sampo per Topdanmark share.

The offer values Topdanmark at approximately DKK 33 billion (approximately $4.74 billion).

Goldman Sachs delivered a fairness opinion to Sampo’s board of directors in connection with the exchange offer.

The offer was announced on June 17, 2024, and completion of the offer is subject to customary conditions precedent, including a 90% acceptance condition and required regulatory approvals.

Sampo is a leading P&C insurer in the Nordic region, and the only insurer to offer services across all Nordic countries, customer segments, and products. The group is also a major operator in the growing digital P&C insurance market in the UK. Sampo is incorporated in Finland, and its A shares are listed on Nasdaq Helsinki.

Topdanmark is one of the largest Danish P&C insurers with a market share of 15% of the Danish P&C insurance market. The company focuses on the private and SME markets, with 500,000 private customers to which it offers a full range of insurance products, with its main products being motor, home, and contents insurance. Topdanmark serves approximately 120,000 Danish small- and medium-sized enterprises and agricultural customers. Topdanmark is incorporated in Denmark and its shares are listed on Nasdaq Copenhagen.

For more information, please see the press release here.