Creating a premier pan-African offering
This transaction reshapes the African insurance industry. The transaction involved 27 countries and 12 overlapping countries, creating complexity in terms of valuations, due diligence, and regulatory approvals.
The joint venture will not only bring scale to some markets, it will see the parties leverage each other’s strengths to unlock synergies and provide customers with innovative insurance solutions.
The partnership of Sanlam’s expertise in Africa and Allianz’s global capabilities and insurance solutions will increase life and general insurance penetration, accelerate product innovation, and drive financial inclusion in high-growth African markets. The ambition is to be a ‘Top 3’ insurance company in all chosen markets. Sanlam CEO, Paul Hanratty said at the time, “In line with Sanlam’s stated ambition to be a leading pan-African financial services group, the proposed joint venture will enable us to take a significant step towards realising that ambition. It will also strengthen our leadership position in multiple key markets that are core to our Africa Strategy, building quality and scale where it matters”. The chairmanship of the joint venture partnership will rotate every two years between Sanlam and Allianz.
The transaction required engagement with multiple advisers in the African jurisdictions, involving structuring and implementation, asset due diligence, an extensive disclosure process, and regulatory and stakeholder engagement advice across English, French and Portuguese-speaking Africa.
The deal remains subject to certain conditions precedent, such as the required approvals from competition authorities and financial/insurance regulatory authorities, and due to the size and intricacy of the transaction, it is expected to take up to 18 months to close.
Advisers: Standard Bank, J.P. Morgan, Webber Wentzel, Bowmans (South Africa), Slaughter & May, Allen & Overy, ADNA (Morocco, Guinea and Côte d’Ivoire), Noor Partners, Al Tamimi & Co (Egypt), Matouk Bassiouny (Egypt), AF Legal Law Firm (Senegal), MLO (ALN Madagascar), G Elias (Nigeria), Anjarwalla & Khanna (Kenya & Tanzania), Chazai Wamba (Cameroon), MMAKS Advocates (Uganda), Bentsi-Enchill Letsa & Ankomah (Ghana), Desai Law Group (Botswana), Henwood and Company (eSwatini), Kleingeld and Mayet (Lesotho), Savjani & Co (Malawi), Musa Dudhia & Co (Zambia), Scanlen and Holderness (Zimbabwe), K-Solutions and Partners (Rwanda), BLC Robert (Mauritius), Engling, Stritter & Partners (Namibia), PwC (South Africa), Linklaters (Germany), Linklaters (Lisbon), Linklaters (France) and Linklaters (Luxembourg).
This is a repeat of an article that appeared in the DealMakers Annual2022. The transaction won the Brunswick Deal of the Year in South Africa.
SPECIAL RECOGNITION AWARD 2022
The deal announced in May 2022 was almost two years in the making, and valued in excess of R33bn. The combined African operations of Sanlam and global integrated financial services group, Allianz creates the premier pan-African, non-banking financial services entity, operating in 27 countries across the continent, with positions strengthened in 12 overlapping countries.
With a presence in Africa since 1912, Allianz has a strong foothold in the key African countries of Egypt, Kenya, Cameroon and Uganda, with an insurance portfolio spanning 11 countries, excluding South Africa, with 2,600 employees serving c. 2 million customers.
The complex transaction involves multiple steps and a number of smaller interrelated deals, as follows:
Sanlam will hold the controlling 60% interest in the joint venture, with the ability for Allianz to increase its shareholding to a maximum of 49% over time.
Sanlam Emerging Markets (SEM) and its associated entities will contribute their African assets – excluding South Africa, Continental Re and SEM’s Namibian subsidiaries, but including its 90% shareholding in SAN JV (RF) – for a 60% shareholding in the joint venture.
Allianz will contribute all its African assets (including its minority stake in African Reinsurance Corporation and its shareholding in Jubilee’s general insurance businesses in Kenya, Uganda and Burundi).
Allianz acquired Santam’s 10% shareholding in SAN JV (R2bn), and Allianz will also contribute its 10% shareholding in SAN JV to the joint venture. Allianz’s contributions will be exchanged for a 40% shareholding in the joint venture.
Sanlam’s operations in Namibia will be contributed to the joint venture at a later stage, and at a time when Allianz will have the option to increase its shareholding in the joint venture to 49%.
Sanlam’s operations in India, the Middle East and Malaysia will not be contributed to the joint venture.