Baloise and Helvetia join forces to create the second largest insurance group in Switzerland and a leading European insurer
Baloise and Helvetia join forces to create the second largest insurance group in Switzerland and a leading European insurer
- Baloise and Helvetia announce intention to join forces in a merger of equals
- Creating the second largest Swiss insurance group with a combined market share of ~20% and largest insurance employer in Switzerland
- Generating approx. CHF 350 million run-rate pre-tax cost synergies before policyholder participation in addition to existing cost efficiency plans
- Meaningfully enhancing cash generation; dividend capacity to increase by approx. 20% by financial year 2029
- Similar culture, values, and vision, as well as balanced governance approach facilitating a seamless integration
The Boards of Directors of Baloise Holding Ltd (“Baloise”) and Helvetia Holding Ltd (“Helvetia”), two leading Swiss composite insurance groups, propose to form “Helvetia Baloise Holding Ltd” (“Helvetia Baloise” or the “Group”) by way of a merger of equals. With a business volume of CHF 20 billion across 8 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, 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.
Merger structure and exchange ratio
- Merger of equals based on at-market reference prices
- Merger structure: Baloise merges into Helvetia. The Group will be listed on the SIX Swiss Exchange under the new name “Helvetia Baloise Holding Ltd” and will trade under the ticker symbol “HBAN”
- Fixed share exchange ratio1 of 1.0119 Helvetia shares for each Baloise share
Leadership and governance framework
- Board of Directors: comprised of 14 members consisting of 7 from Baloise and 7 from Helvetia; Chairman: Thomas von Planta (Chairman of Baloise’s Board of Directors); Vice-Chairman: Ivo Furrer (member of Helvetia’s Board of Directors)2
- Group Executive Board: key members include CEO: Fabian Rupprecht (CEO of Helvetia); Deputy CEO and Head of Integration: Michael Müller (CEO of Baloise); CFO: Matthias Henny (from Baloise); CIO: André Keller (from Helvetia)3
- The headquarters and registered domicile will be in Basel; Helvetia’s current headquarters in St. Gallen will remain an important location
- The new logo will follow the design of Baloise’s logo
Approval process
- Subject to approval from Baloise and Helvetia shareholders; support from Helvetia anchor shareholder Patria Genossenschaft confirmed
- Customary regulatory and anti-trust approvals
- Anticipated closing in Q4 2025
1) Reflecting adjustment for proposed dividends
2) Detailed information on the composition of the Board of Directors can be found in the shareholders' brochure on the planned merger on the websites of both companies
3) Detailed information on the composition of the Group Executive Board can be found in the shareholders' brochure on the planned merger on the websites of both companies
Thomas von Planta, Chairman of Baloise Holding Ltd, says: “The merger to form Helvetia Baloise is a significant milestone in the history of the Swiss insurance industry. It’s the next logical step for both companies in delivering against their respective strategies to become a leading European insurer and the second largest Swiss insurance group. The transaction will ensure the long-term attractiveness and competitiveness of the two long-standing Swiss companies in the local and international insurance market and generate superior value for customers, partners, employees, the public and shareholders.”
Thomas Schmuckli, Chairman of Helvetia Holding Ltd, adds: “Leveraging our strong positioning in the market, we as two medium-sized listed insurance groups can tackle future challenges together supported by increased scale, improved profitability and a highly attractive value proposition for all our stakeholders. This merger is not just a strategic move; it is a commitment to our values and vision for a sustainable future. We are confident that Switzerland, as a business location, our customers, partners, employees and shareholders will benefit from this decision. Together, we are stronger and better equipped to drive growth in the future.”
| In CHF million as of December 31, 2024 | Helvetia | Baloise | Helvetia Baloise4 |
| Premiums Written Life5 Premiums Written Non-Life Total Business Volume |
4,128 7,425 11,553 |
4,484 4,120 8,604 |
8,611 11,545 20,156 |
| Net income attributable to shareholders Combined ratio |
482 95% |
385 93% |
867 94% |
| Shareholders’ equity6 Dividend payout7 |
3,660 355 |
3,630 371 |
7,290 726 |
4) Presented pro-forma combined figures are highly preliminary and represent the aggregated, unadjusted figures of Helvetia and Baloise
5) Including Deposits Life
6) Excluding non-controlling interests and preference shares
7) FY 2024 based on the “dividend payout proposed to the respective Annual General Meeting in 2025” times the “number of shares issued”
The merger will create a leading composite insurance group in both Switzerland and Europe with more than 22,000 employees and a combined CHF 8.6 billion in gross premiums8 in the Life business and CHF 11.5 billion in the Non-Life business.
In its home market Switzerland, Helvetia Baloise will become the second largest insurance group in terms of overall business volume, reaching a market share of ~20% across all business lines (Life and Non-Life). It will also be the largest insurance employer. Beyond Switzerland, Helvetia Baloise will become a leading insurer with attractive positions in its European markets of Germany, France, Italy, Spain, Belgium, Austria, and Luxembourg as well as in its global Specialty business. The merger will combine similar strategies and leverage complementary strengths with a full suite of innovative insurance products and financial services.
The similar scale, complementary markets, and high synergy potential make this transaction a unique opportunity for sustainable value creation. Strong cultural alignment, rooted in both companies’ 160-year histories in Switzerland, provides the best possible condition for a successful integration.
8) Including Life deposits
The merger is expected to create approximately CHF 350 million pre-tax cost synergies, before policyholder participation, in addition to current cost efficiency plans, of which ~80% is projected to be realised by 2028. To achieve the cost synergy targets, total integration costs of approximately CHF 500-600 million in the coming years are expected, most of which are foreseen to be incurred by 2028. As a result, additional cash generation9 of ~CHF 220 million on a run-rate basis and ~20% dividend capacity uplift by financial year 2029 compared to current standalone consensus forecasts and extrapolations are expected.
Helvetia Baloise will benefit from a very strong solvency capital position with an estimated SST ratio of more than 240% as of 1 January 2025. Additional upside from capital and revenue synergies will materialise over time.
Any merger-related job reductions in countries where there is duplication will be implemented before 2029 and shall be achieved by natural attrition and early retirement whenever possible. Helvetia Baloise is committed to managing this process in a socially responsible manner with fairness and support for the people affected.
9) Post-tax and net of impact from policyholder participation and profit-sharing mechanism
Helvetia Baloise is deeply committed to its customers, partners, and employees, ensuring that their needs and aspirations are at the forefront of their business. The merger will significantly improve customer proximity by expanding the companies’ capabilities and enlarging their individual distribution networks, allowing the Group to serve its joint customers more efficiently and effectively. By leveraging complementary strengths and best practices, the Group will further enhance its customer service. The strong cultural alignment is further strengthened by a dedicated management team, which will ensure that Helvetia Baloise is led in the long-term interests of its customers, partners, employees and shareholders.
Fabian Rupprecht, CEO of Helvetia says: “We are very excited about this amazing opportunity to build a European insurance leader with strong Swiss roots. Helvetia Baloise will become the largest employer in the Swiss insurance industry with the greatest possible proximity to customers. This, coupled with the combined expertise of two players that each have been successful for over 160 years, are key factors for future success and sustainable value generation for all our stakeholders.”
Michael Müller, CEO of Baloise concludes: “The complementary strengths of the two companies make Helvetia Baloise a relevant insurance and finance partner with Swiss roots and a strong market presence in Europe. The merger adds gravity in our markets and unlocks a new era and opportunities to deliver focused, yield-oriented growth to our shareholders. This is a unique chance to consolidate our position as a leading European insurance and financial services provider.”
The parties have concluded that a merger of equals by way of absorption is the most efficient and tax-neutral transaction structure. The combined entity will be renamed “Helvetia Baloise Holding Ltd”. As part of the merger, Baloise shareholders will receive 1.0119 new Helvetia shares for each Baloise share10. The share exchange ratio was determined based on the volume-weighted average prices (VWAP) of the shares of both companies over the last 30 trading days preceding the announcement. In its independent fairness opinion to the two Boards of Directors, IFBC has confirmed that the exchange ratio is fair and appropriate from a financial point of view. The fairness opinion is available here.
The Boards of Directors of both companies will propose that their shareholders approve the merger at the respective Extraordinary General Meetings, which are planned on 23 May 2025. Patria Genossenschaft, the largest shareholder of Helvetia, which currently holds 34.1% of the share capital of Helvetia, has already committed to vote in favour of the merger.
The merger agreement, the joint merger report, the report of the joint merger auditor, the fairness opinion, all dated 21 April 2025, as well as a shareholders' brochure on the planned merger will be available for inspection at the registered offices of both Baloise and Helvetia as of today. The annual reports of the last three years of both companies will also be available.
These documents can also be viewed and downloaded from the websites of the two companies at www.baloise.com/merger and www.helvetia.com/merger-documents.
10) Exchange ratio reflecting adjustment for proposed dividends
| 25 April 2025 | Ordinary Annual General Meetings of Baloise and Helvetia |
| 23 May 2025 | Extraordinary General Meetings of Baloise and Helvetia |
| Q4 2025 | Closing of the transaction, subject to obtaining all required regulatory approvals |
The transaction is expected to close in Q4 2025 and is subject to customary regulatory and anti-trust approvals as well as the approval of the two Extraordinary General Meetings. Each company will distribute ordinary dividends related to their full-year 2024 results subject to approval by shareholders at their respective Annual General Meetings. Baloise’s share buy-back programme will not be implemented, provided that the merger is approved by the shareholders at the Extraordinary General Meetings.
The current statutory auditor of Helvetia, KPMG, Zurich, is to remain in its position for a transitional period following the completion of the merger. The parties intend to re-tender the audit mandate by 2027 at the latest, in view of the election of the statutory auditor at the Annual General Meeting in 2028.
Morgan Stanley & Co. International plc is acting as lead financial advisor and Lenz & Staehelin served as legal advisor to Baloise in connection with this transaction. UBS also acted as financial advisor to Baloise. J.P. Morgan Securities plc is acting as exclusive financial advisor and Walder Wyss is acting as legal advisor to Helvetia.
- For media, a webcast will be held today at 8:30 AM CET in German.
- A conference call for analysts and investors will follow in English at 11:30 AM CET.
- Click here for the dial-in details for the conferences: www.baloise.com/merger
- A replay will be available at www.baloise.com/merger starting at around 4:30 PM CET.
- All information and resources with regards to the planned merger are available on the respective websites under www.baloise.com/merger and www.helvetia.com/merger-documents.
This document was prepared by Baloise Group and may not be copied, altered, offered, sold or otherwise distributed to any other person by any recipient without the consent of Baloise Group. The English version of this document is decisive and binding. Versions of the document in other languages are made available purely for information purposes. Although all reasonable effort has been made to ensure that the facts stated herein are correct and the opinions contained herein are fair and reasonable, where any information and statistics are quoted from any external source such information or statistics should not be interpreted as having been adopted or endorsed as accurate by Baloise Group. Neither Baloise Group nor any of its directors, officers, employees and advisors nor any other person shall have any liability whatsoever for loss howsoever arising, directly or indirectly, from any use of this information. The facts and information contained in this document are as up to date as is reasonably possible but may be subject to revision in the future. Neither Baloise Group nor any of its directors, officers, employees or advisors nor any other person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this document.
This document may contain projections or other forward-looking statements related to Baloise Group which by their very nature involve inherent risks and uncertainties, both general and specific, and there is a risk that predictions, forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include: (1) changes in general economic conditions, in particular in the markets in which we operate; (2) the performance of financial markets; (3) changes in interest rates; (4) changes in currency exchange rates; (5) changes in laws and regulations, including accounting policies or practices; (6) risks associated with implementing our business strategies; (7) the frequency, magnitude and general development of insured events; (8) mortality and morbidity rates; (9) policy renewal and lapse rates as well as (10), the realisation of economies of scale as well as synergies. We caution you that the foregoing list of important factors is not exhaustive; when evaluating forward-looking statements, you should carefully consider the foregoing factors and other uncertainties. All forward-looking statements are based on information available to Baloise Group on the date of its publication and Baloise Group assumes no obligation to update such statements unless otherwise required by applicable law.
This document is not an offer of merger consideration shares in the United States. Neither the merger consideration shares nor any other securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and neither the merger considerations shares nor any other securities may be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act. This document must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States.
This document is for information purposes only and does not constitute an offer to sell or an offer or solicitation to buy or subscribe to securities, nor does it constitute financial analysis or advice or a recommendation relating to financial instruments in any member state of the European Union. This document does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the “Prospectus Regulation”). No action has been or will be taken in any member state of the European Union in relation to the securities to permit a public offering of securities. This document does not constitute a prospectus for the purposes of the Prospectus Regulation.