Athora (formerly AGER) to Acquire Aegon Ireland plc

PEMBROKE, Bermuda – 10 August 2017 – Athora Holding Ltd. (“Athora” and formerly AGER Bermuda Holding Ltd., the holding company of Athene Holding Ltd.’s (“Athene”) European group companies), announced today that it will acquire Aegon Ireland plc (“Aegon Ireland”), a Dublin-based insurer. Consideration for the transaction will be approximately 81% of the own funds of Aegon Ireland as of closing. Solvency II own funds of Aegon Ireland were approximately £200 million ($260 million) as of 30 June 2017. 

Aegon Ireland provides wealth management and retirement planning products to over 25,000 customers in the United Kingdom and Germany. It had assets of approximately £4.7 billion ($6.1 billion) as of 30 June 2017. The transaction is expected to close by the first quarter of 2018, subject to regulatoy approvals. 

“The successful capital raise by Athora in April 2017 has laid the foundation for our growth in Europe,” said Deepak Rajan, Executive Vice President at Athora. “This transaction is another important step toward our goal of becoming the premier European run-off consolidator and life reinsurance partner.” 

“We see significant opportunities with Aegon Ireland. This acquisition gives us a strong platform to accumulate Irish annuities, to create a reinsurance hub in Europe, and to provide services to all Athora group companies including our existing German operations. A presence in Ireland has been part of our strategy from the beginning and Aegon Ireland is a perfect fit for our growth plans,” noted Mr. Rajan. 

Athora received binding subscriptions through a private placement of common equity securities. The offering involved subscriptions representing approximately €2.2 billion from a number of global institutional investors, including Athene and Apollo Global Management, LLC, and is intended to support capital and reinsurance transactions in the European guaranteed life insurance market. AGER intends to draw capital from this offering prior to the closing of the Aegon Ireland transaction and will result in the deconsolidation of Athora from Athene. Athene will remain a large minority shareholder in Athora in addition to being a preferred reinsurer for Athora’s spread liabilities. 

Rajan added, “Our goals for Europe are ambitious, but we have the capital, management team and blueprint for the future to become a competitive and permanent player in the market. The Athene Leben platform demonstrates our extensive experience in acquiring, integrating and administering run-off platforms. The acquisition of Aegon Ireland greatly enhances our ability to provide flexible solutions to the European market. This combination positions us well for the future.” 

Athora is based in Bermuda, the second largest reinsurance market in the world. Bermuda is one of the first countries – among Switzerland and Japan – that has been granted full Solvency II equivalency by the European Commission. Athora’s principal operating subsidiary is Athene Lebensversicherung AG (“Athene Leben”), based in Germany. Athene Leben had €5 billion in invested assets as of 31 December 2016. The company has been in run-off since 2010 and since that time has developed the experience and efficiencies critical to succeed as a run-off specialist. 

Fenchurch Advisory Partners served as financial advisor, Ernst & Young served as actuarial and tax advisor, Linklaters LLP served as international legal counsel, and Maples and Calder served as Irish legal and tax counsel to Athora.