Six laws firms are counselling parties involved in a EUR3.5 billion (USD3.8 billion) acquisition of German life insurance group Viridium by a consortium led by Allianz, BlackRock and Japan’s T&D Holdings.
“This is one of the landmark transactions in the German insurance industry in the past few decades, not only due to its size and complexity, but also because of all the players involved,” said Carl-Philipp Eberlein, the partner who co-led the Hengeler Mueller team with colleague Daniel M?ritz. The team advised the consortium and Allianz as lead counsel on this transaction, which will see T&D Holdings acquiring the largest stake in Viridium.
“We believe that Viridium will play a significant role in the European closed-life market in the future and will further provide the European insurance industry with optionality for the management of closed-life books.”
Sullivan & Cromwell advised Viridium with Carsten Berrar and Peter Klormann as the lead partners on the transaction team.
Mori Hamada & Matsumoto is representing T&D Holdings on all aspects of the transaction, while Herbert Smith Freehills is counselling on German law. Partners Kenichi Sekiguchi, Kazuo Yoshida and Makoto Sakai led the Mori Hamada team, while partners Christian Johnen and Timo Bühler led the Herbert Smith Freehills team.
“The transaction involves multiple consortium members and rollovers of existing shareholders. As a result, the transaction documents are extremely complex and reaching agreement among various parties was quite a challenge,” said Sekiguchi. “However, we are confident that we could obtain regulatory approvals on time given the robust and longstanding reputation of consortium members.”
Skadden is counselling BlackRock, with partners Richard Youle, Katja Butler and Robert Chaplin leading the team. On the seller’s side, Freshfields acted for Cinven with partners Wessel Heukamp and Verena Nosch leading the team.
Pending regulatory and merger-control approvals, the transaction is expected to be completed in the second half of 2025. The consortium must obtain change of control clearance from BaFin, a German insurance regulator, as well as merger clearances from Germany and Austria.
