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Finland’s Sampo Secures Deal for Danish Insurer Topdanmark

A sign sits on display outside the headquarters of Sampo Oyj in Helsinki, Finland, on Thursday, Nov. 2, 2017. Sampo Oyj, Nordea’s biggest owner with about one-fifth of its stock, says digital adequacy is overtaking capital adequacy as a top consideration for investors. (Roni Rekomaa/Bloomberg)

(Bloomberg) -- Finland’s Sampo Oyj succeeded in pushing through an offer for Topdanmark A/S in its second attempt to gain control of the Danish insurer, in what may be its last acquisition in the near future.

The Finnish insurance company raised its holding in Topdanmark to about 92.6% of shares, based on a preliminary result, and will complete the offer, according to a statement on Tuesday. The plan is to buy out remaining minority shareholders and delist Topdanmark in due course, the Helsinki-based company said.

Sampo made a move to obtain a full ownership in the Danish insurer in June in a push to integrate it into its property and casualty unit If that operates in the Nordic region. Prior to its recommended all-share offer, which valued Topdanmark at 33 billion kroner ($4.9 billion), Sampo already held almost half the shares and votes in the company. 

The takeover follows a strategic shift for Sampo, which has turned itself into a into a pure-play insurance company, following the divestment of a stake in Nordea Bank Abp in 2022 and a spinoff of asset manager and life insurer Mandatum Oyj last year. It also bought UK car and home insurer Hastings Group Holdings Ltd. in 2021.

For now, Sampo is unlikely to find further acquisition opportunities in the Nordic region, which is “one of the most consolidated markets in the world,” Chief Executive Officer Torbjorn Magnusson said in an interview on Wednesday. “So our strategy is likely to be organic growth for the coming three year period.”

Sampo first flagged a holding in Topdanmark shares in 2008, and offered to buy it in 2016, but fewer than 10% of shareholders accepted the offer then. This time, Sampo set a 90% acceptance threshold as a condition for the deal, which was unanimously backed by Topdanmark’s board of directors. 

The squeeze-out of minority shareholders is likely to consume much of the €400 million ($440 million) set aside for it and buybacks, as part of an €800 million total capital deployment communicated in June. The buyback is aimed “to offset share count dilution from the transaction,” Sampo said then.

Sampo shares fell 0.7% at 10:29 a.m. in Helsinki, while Topdanmark’s stock slid about 0.3%.

The “most important change” to Topdanmark will be to boost its digitalization and web services that are lagging behind its Nordic peers Finland and Sweden, Magnusson said.

(Updates with CEO comments from fifth paragraph)

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