After its initial offer of $65 per share to acquire The Hartford was rejected, insurer Chubb came back with two additional offers of $67 and then $70 per share, The Hartford reported today in its first quarter filings.
The Hartford’s board of directors unanimously rejected each of Chubb’s proposals, determining that “entering into discussions regarding a strategic transaction would not be in the best interests of the company and its shareholders.”
On March 11, Chubb CEO Evan Greenberg proposed an acquisition of Hartford Financial Services for about $23.2 billion in cash and stock in what would have been one of the industry’s biggest deals in years. The offer valued Hartford at $65 a share.
After Hartford rejected that on March 23, on March 30, 2021, Chubb said it was prepared to offer “in excess of $67 per share” if The Hartford would engage in “meaningful discussion and due diligence.”
The Hartford said it then received another letter, dated April 14, 2021, in which Chubb said it was willing to increase its offer to “$70 per Hartford share, the top end of our range,” payable approximately 60% in cash and 40% in Chubb stock.
The Hartford CEO Christopher Swift acknowledged the additional letters with brief remarks during the company’s Q1 2021 analyst call on April 22.
“The board reviewed each letter and unanimously rejected each proposal and concluded engaging in discussions regarding a strategic transaction is not in the best interest in the company and its shareholders,” Swift said.
He added that he would “not comment further on the Chubb matter,” emphasizing that he is “extremely excited about the future of The Hartford and remains optimistic.”
Still, analysts brought up Chubb’s unsolicited M&A bids a few more times, and he added a few thoughts anyway.
One analyst asked whether Swift and Greenberg ever were in the same room to talk about Chubb’s offers.
“We’re still in a pandemic. That did not happen,” Swift said. “And if you look at statements and our messages the board has put out, it is pretty clear we had no interest in doing that. Ultimately the conviction [was focused on] executing our business plan.”
He added that the bulk of communications were through letters.
Chubb, noting that The Hartford has “chosen not to engage in response” to any of its proposals, issued a new statement saying it still believes that “consolidation of our two organizations, on terms that recognized The Hartford’s fair value, would be financially and strategically compelling for both sets of shareholders.”
Chubb added, “Although we are disappointed, we want to repeat that our shareholders demand of us, and we demand of ourselves, that we remain a disciplined acquirer.”
In its outline of its offer, Chubb vowed to maintain The Hartford’s current commitments to state and local governments and communities and make new investments to revitalize the city of Hartford. Chubb said Hartford would become its center for group benefits, workers’ compensation, small commercial and The Hartford’s AARP business and its major technology and operations center. It promised to relocate personnel to Hartford to minimize any job losses.
*A version of this story ran previously in our sister publication Insurance Journal. Carrier Management Editor Mark Hollmer contributed to this story.