LV= rejects revised Royal London offer and backs Bain takeover

Insurance firm says rival wants to break it up and US private equity group offers better deal

Last modified on Tue 16 Nov 2021 04.15 EST

The mutual insurance firm LV= has rejected fresh overtures from the rival insurer Royal London, saying it had proposed a dismantling of the business and called on members to back a planned takeover by the US private equity firm Bain Capital.

The 178-year-old firm, originally known as Liverpool Victoria, wants to sell itself to Bain Capital for £530m, in a controversial deal that would end its member-owned status if they back the takeover in a December vote.

Royal London, which had an earlier bid for the company rejected, last week proposed a deal to Bain Capital that would involve splitting parts of LV= with the US investment firm. The Mail on Sunday reported that it suggested in an email to the LV= chief executive, Mark Hartigan, that it could acquire some of its rival’s policies, leaving Bain to spin off the rest of the business into a separate entity.

LV= said on Tuesday: “The board confirms that an email was received from Royal London last week, being almost a full year after our transaction with Bain Capital was announced. It proposed the dismantling of LV=.

“The board of LV= continues to unanimously recommend the transaction with Bain Capital to its members ahead of the special general meeting on 10 December.”

Royal London, the UK’s largest mutual life insurance and pensions company, was beaten to an agreed takeover by Bain Capital last December. Some LV= members complained they were not informed about the details of Royal London’s bid, which could have retained its mutual status.

Alan Cook, the LV= chairman, said: “Despite having every opportunity, Royal London failed to submit a superior best and final offer, and therefore the board unanimously concluded that the better value, certainty, investment and structure of Bain Capital’s proposal would be in the best interests of our members.

“The board of LV= is clear that at no point have any of Royal London’s proposals included an offer for membership rights or continuation of mutuality for LV= members, contrary to media speculation. Given this context, the board of LV= believes it is unfair and misleading to characterise any proposal from Royal London as preserving mutuality or offering a real mutual alternative.”

He said the board was “surprised and disappointed” by the timing of Royal London’s intervention and accused it of trying to “destabilise” the company’s plans.

Speaking on BBC Radio 4’s Today programme, Barry O’Dwyer, the Royal London chief executive, said LV= would be better off striking a deal with his company, without commenting on the suggestion that its deal would break up its rival.

“We’ve had discussions on and off with LV= over the last eight years and we’ve long believed that combining our two great mutuals was a good idea to deliver long-term benefits for both sets of members,” he said.

“The near universal dismay which has greeted that proposal [from Bain] means that there is a significant risk now that members won’t support that proposal and so I sent a private email to the LV= chief executive offering to help construct an alternative.”

He added: “If there is an option available to them to join forces with another mutual to preserve that heritage and to make sure that those customers continue to get what they bought then they should explore that fully.”

He said mutuals were owned by their customers and run for their benefit, adding that Royal London paid a third of its charges back to its pension customers last year.

“It’s really difficult for LV members and observers to believe that a US private equity company is going to safeguard member benefits and UK jobs more than a UK mutual does,” he said. “I just don’t believe that that’s credible.”

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