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Assessment of the financial adequacy of the exchange ratio as part of the planned merger under the Swiss Merger Act between Helvetia Holding AG and Baloise Holding AG
On 22 April 2025 the Boards of Directors of Helvetia Holding Ltd (Helvetia) and Baloise Holding Ltd (Baloise), two leading Swiss composite insurance groups, proposed to form "Helvetia Baloise Holding Ltd" (Helvetia Baloise) by way of a merger of equals. With a business volume of about CHF 20 billion across eight countries and a global Specialty business, Helvetia Baloise will become the second largest insurance group in Switzerland and a leading European insurer.
The high degree of cultural and strategic alignment offers a unique opportunity for a seamless integration, strengthening the group for a new chapter of focused and yield-oriented growth. The merger is expected to generate run-rate pre-tax cost synergies of approximately CHF 350 million before policyholder participation, in addition to existing cost efficiency programmes, enhancing the distribution capacity and creating significant value for all its stakeholders.
IFBC prepared an independent Fairness Opinion for the Boards of Directors of Helvetia and Baloise to assess the financial adequacy of the proposed exchange ratio for the planned merger. Based on our analyses and valuation considerations as well as the results presented as of 21 April 2025, IFBC assesses the exchange ratio of 1.0119 Helvetia shares for 1 share of Baloise in the context of the proposed merger between the two companies to be fair and reasonable from a financial point of view. IFBC specializes in the preparation of Fairness Opinions, is a particularly qualified evaluator (accreditation by the Swiss Takeover Board pursuant to Art. 30 para. 6 TOO) and is the Swiss market leader in this field.
Baloise Holding AG (“Baloise”), headquartered in Basel, Switzerland, offers insurance solutions in the areas of property, accident and life insurance, as well as pension solutions for private customers and companies. Its range of services also includes banking and financial services, asset management and real estate investments. Baloise operates in Switzerland, Germany, Belgium and Luxembourg. In the 2024 financial year, Baloise generated a net profit of CHF 379.4 million. For further information, please visit baloise.com.
Helvetia Holding AG (“Helvetia”) is an internationally active insurance company headquartered in St. Gallen, Switzerland. The company offers insurance solutions for private individuals and companies in the areas of property and casualty insurance, life insurance, pension solutions, and reinsurance. In addition to its insurance business, Helvetia is active in the distribution of mortgage products, consulting, development, and management of real estate for investment purposes, and asset management for third parties. Helvetia also operates healthcare facilities through a subsidiary in Spain. Helvetia's core markets are Switzerland, the neighboring countries, and Spain. The company operates worldwide in the area of specialty insurance. In the 2024 financial year, Helvetia achieved a net profit of CHF 502.4 million. Further information is available at helvetia.com.
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