Generali to enhance global asset management business with the strategic acquisition of Conning and its affiliates

Generali announces the acquisition of Conning Holdings Limited (CHL), a leading global asset manager for insurance and institutional clients, from Cathay Life, a subsidiary of Cathay Financial Holdings, one of the largest Asia-based financial institutions. As a result of the contribution of CHL into Generali Investments Holding (GIH), Cathay Life will become a minority shareholder of GIH, and will enter into a wider partnership with Generali, supporting the strategic growth ambitions of Generali Asset Management globally.

Conning and its affiliates are leading global asset management firms serving the needs of insurance companies and other institutional clients with approximately $ 157 billion (€ 144 billion)2 in AUM. The business includes Conning (insurance and institutional fixed-income), Octagon Credit Investors (bank loans, CLOs and specialty credit), Global Evolution (emerging markets debt), and Pearlmark (debt and equity real estate).

As part of Generali Asset Management’s ecosystem of affiliates, Conning and its affiliates will continue to be led by the current management teams, including the leadership of the Chief Executive Officer and Chair of the Conning Holdings Limited Board, Woody Bradford. This will ensure stability and continuity of teams, client service levels and investment strategy. Woody Bradford will also oversee the initiatives to facilitate close collaboration in areas such as distribution among the Generali ecosystem, alongside its senior leadership. Conning and its affiliates will also benefit from shared best practices with Generali Asset Management as well as its operational and risk framework.

Generali AM will benefit from the addition of Conning and its affiliates’ long-standing insurance and institutional client base in the U.S. and Asia, and will be better positioned to scale its third-party business in key markets globally by leveraging the firms’ combined investment capabilities and distribution strengths.

The acquisition, which is fully aligned with Generali’s “Lifetime Partner 24: Driving Growth” strategic plan, will reinforce Generali Asset Management’s strategy to become a leading global provider of investment solutions, creating a combined platform with $ 709 billion (€ 650 billion)3 in AUM and adding high-quality, diversified capabilities in Fixed Income, Structured and Corporate Credit, Emerging Market Debt and Private Real Estate. The total Assets Under Management of Generali Group, following the acquisition of Conning and affiliates, will rise to $ 845 billion (€ 775 billion)4.

As consideration for the contribution by Cathay Life of 100% of the shares of CHL in GIH, Cathay Life is expected to own 16.75% of the share capital of GIH at closing, subject to customary closing adjustments.

GIH is the sub-holding entity that – at closing – will comprise the majority of Generali Group’s global asset management activities, with the exception of selected operations, namely those in China. GIH will generate the entirety of the AM result of Generali excluding the contribution of these Chinese AM5.

Generali and Cathay Life have established a long-term partnership, with Cathay Life entering into an asset management agreement for a minimum duration of 10 years in relation to specific insurance AUM that will continue to be managed on its behalf by the Generali Asset Management businesses including Conning and its affiliates. In addition, Generali and Cathay Life have also agreed to certain earn-out provisions which may become payable in cash starting from three years post-closing, conditional on the achievement of certain pre- agreed terms.

The agreements entered into between the parties grant certain corporate governance rights to Cathay Life in relation to GIH and provide a lock-up period on Cathay Life’s shares in GIH. They also provide both parties with certain exit mechanisms, in line with customary market practice for transactions of this type and duration.

There is no upfront cash consideration payable by Generali or GIH to Cathay Life, and the impact on the Group’s Solvency II ratio is expected to be negligible.

“Through the acquisition of Conning and the long-term partnership with Cathay Life, we will enhance our asset management capabilities, strengthen our footprint in the key US and Asian markets, and create a platform to deliver on our broader asset management strategic ambitions in order to maximize value for all stakeholders, including Generali’s insurance business. This compelling opportunity is fully consistent with the strategic and financial objectives of our ‘Lifetime Partner 24: Driving Growth’ strategic plan, with the continued development of our asset management franchise.”

Philippe Donnet, Generali Group CEO

“As a client and shareholder since 2011, Cathay has enjoyed a long and successful partnership with Conning. We are now very excited about continuing to remain involved as a shareholder in Generali Investments Holding and to work together with Generali to support the continued growth of Conning. We also look forward to seeking new opportunities for further collaboration, including in the Asia Pacific.”

Hong-tu Tsai, Chairman of Cathay Financial Holding

“This deal drives sustainable value creation for both companies and third-party clients based on the strong complementarity between Generali Asset Management and Conning. It reinforces our ambitions and positioning as a leading global provider of diversified investments solutions, with further skills for insurers and institutional clients. The benefits of this partnership are significant for our asset management business adding high-quality, differentiated investment capabilities.”

Carlo Trabattoni, Generali’s CEO Asset & Wealth Management

“This is a highly complementary business combination that presents exceptional long-term opportunities for Conning and its affiliates – maintaining our firm’s ability to provide performance and service to our clients while extending our global investment capabilities. We believe this transaction provides stability for our clients and employees, maintains continuity of leadership and strategy, and will generate new collaboration opportunities with Generali and its affiliates to strengthen both firms.”

Woody Bradford, Chief Executive Officer and Chair of the Conning Holdings Limited Board