Client: Mapfre Seguros Gerais, S.A. and Mapfre Seguros de Vida, S.A. / Project Everest
Announcement Date: N/A
Signing Date: 9 June 2020
Closing Date: 14 October 2020
Type of Transaction:
Synopsis of the Deal: VdA advised leading insurance company Mapfre Seguros Gerais, S.A., (‘’MAPFRE’’’) on the purchase of 50.01% of the share capital of the Portuguese insurance company Popular Seguros – Companhia de Seguros, S.A., (‘’Popular Seguros’’), a company 100% held by Santander Totta Seguros – Companhia de Seguros de Vida, S.A. (‘’Santander Totta Seguros’’) (the ‘’Transaction’’).
VdA also advised MAPFRE in the acquisition, by Mapfre Seguros de Vida, S.A. (‘’MAPFRE VIDA”), of a life insurance portfolio previously owned by Santander Totta Seguros, which involved the drafting of the relevant portfolio transfer agreement and transfer formalities.
This transaction involved also the implementation of a partnership with Santander Group for the motor, multi risk for SMEs and civil liability insurances, in parallel to the partnership already in place for the Spanish market. Santander Totta is the largest private bank in the Portuguese market and has won every major international prize in the Portuguese banking sector, as well as the biggest accolades in terms of reputation in the finance sector.
For the purpose of the Transaction, VdA’s assistance involved (i) carrying out a high-level due diligence to Popular Seguros; (ii) negotiating and drafting of the sale and purchase agreement and shareholders’ agreement and all corporate documentation in the context of the Transaction; and (iii) preparing and negotiating of a full set of long-time commercial agreements of high level and technical complexity, including a distribution agreement, a service agreement and a standard agreement of management of portfolios and trademarks license agreements required in the Transaction.
VdA assistance also involved the preparation of the relevant regulatory filings with the Portuguese Insurance regulator and the EU Commission and carried out the contacts with such entities in order to obtain the necessary regulatory approvals.
The Transaction was concluded after a very complex negotiation period, with the participation of M&A, legal, financial, commercial and technical teams of both MAPFRE and Santander Totta Seguros. Only the exceptional commitment of all parties involved allowed the Transaction to be concluded in a record time, especially considering the COVID-19 pandemic, which made it impossible to hold physical meetings to discuss the complex legal and commercial issues to be addresses in the context of the Transaction.
Target: Popular Seguros – Companhia de Seguros, S.A., a company operating in non-life insurance sector.
Country of Target: Portugal
Sellers (%) – Country: Portugal
Purchaser/Investor (%) – Country: Portugal
Deal Value (in local currency): [CONFIDENTIAL]
Legal Advice: Adviser (Parties Advised):
VdA – Advised MAPFRE
Garrigues – Advised Santander Totta Seguros
VdA Team Involved:
Due Diligence: Virtual Data Room Provider: Intralinks
Press Release / Links: