Tawa acquires Chiltington International Group and establishes significant footprint in Europe
Tawa plc ("Tawa") today announced that it has entered into a share purchase agreement to acquire Hamburger Internationale Ruckversicherung ("HIR"), the holding company for the Chiltington Group of companies ("Chiltington").
The purchase of HIR includes Chiltington, which provides consultancy and outsource services to the international (re)insurance industry. Chiltington specialises in compliance, audit and investigation work, litigation support, restructuring services, claims management and commutations.
Tawa has agreed to acquire 100% of HIR for a combined consideration of €3.6 million cash, conditional deferred dividend rights of up to €3 million and 3 million new ordinary Tawa shares of 10 pence par value each. An application will be made for the 3 million shares to be admitted to trading on AIM following completion of the transaction. These shares are subject to a 5 year lock-in.
For the year ended 31 December 2010, HIR's consolidated loss after tax was £0.3 million after absorbing specific restructuring costs and the business held net tangible assets of £8m. After making allowances for fair value adjustments, Tawa anticipates that the acquisition will have minimal impact on Tawa's net assets.
The transaction will provide Tawa with a stronghold in Continental Europe along with a platform in the growing South American market. Chiltington and Tawa's insurance service provider, Pro, have complementary operations in both the UK and US that will generate operational synergies, and provide broader resources and skill base in order to service the existing, and new clients, of the combined entity.
The transaction is expected to be completed over the next 90 days and is subject to the usual closing conditions including regulatory approvals.
Gilles Erulin, Chief Executive Officer of Tawa, comments: ""We are delighted that the Chiltington team are joining the Tawa group. They are very experienced and well connected in the international insurance market. It is our view that they are the most respected Continental consulting group in our line of business.
While strengthening our UK and US units, this transaction provides a strong footprint in Continental Europe and a unique platform of insurance consulting in South America. This comes at a time when consistent growth is being experienced in both areas".
Wolfgang Eilers, CEO of Chiltington, comments: "HIR/Chiltington Group has had tremendous success since Chiltington's formation in 1982. However, to remain at the forefront of (re)insurance consultancy, we have decided the time is right to team with a bigger partner. By joining a first class organisation such as Tawa, we have a wonderful opportunity to expand our range of services to new and existing clients. This deal is about increased growth with our enlarged consulting resources being able to offer our clients a wider product range".