Sompo Holdings has announced that its wholly owned subsidiary, Sompo International Holdings, will acquire 100% of the issued Class A ordinary shares of Aspen Insurance Holdings Limited for $37.50 per share in cash, totaling about $3.5 billion. Aspen has a strong specialty insurance and reinsurance business, generating over $4.6 billion in annual gross written premiums through specialized product lines and tailored solutions.
Sompo has been expanding its property and casualty (P&C) business globally, and Aspen’s expertise in specialty lines, such as cyber risk and U.K. property, will enhance this strategy. Aspen also provides access to various global reinsurance markets, which Sompo plans to integrate with its overseas operations for further growth.
Through its Aspen Capital Markets (ACM) platform, Aspen will enhance Sompo’s exposure to the alternative reinsurance market, generating fees from third-party investors and enabling more effective capital management.
Sompo aims to achieve an adjusted consolidated return on equity (ROE) of 13-15% and adjusted earnings per share (EPS) growth above 12% in FY2026. Aspen has already streamlined its portfolio and strengthened its balance sheet. For the twelve months ending December 31, 2024, Aspen reported a combined ratio of 87.9% and an operating return on average equity of 19.4%. Sompo anticipates significant cost and capital savings from this acquisition.
Under the merger agreement, each Class A ordinary share of Aspen will be converted into the right to receive $37.50 in cash at closing, representing a 35.6% premium over the unaffected share price of $27.66 on August 19, 2025, and a 24.6% premium over the 30-day volume-weighted average price as of that date.
Following the closing, the series of preference shares will remain unchanged in their rights and terms. Sompo and Aspen may seek to redeem or repurchase these preferred shares or delist them.
The transaction, unanimously approved by both companies’ Boards of Directors, is expected to close in the first half of 2026 and is subject to customary closing conditions, including regulatory approvals.
After executing the merger agreement, shareholders representing a majority of the common shares provided written consent to adopt and approve the agreement.
Advisors: Morgan Stanley is serving as the exclusive financial advisor to Sompo. Skadden, Arps, Slate, Meagher & Flom is serving as legal advisor to Sompo. Kekst CNC is serving as strategic communications counsel to Sompo. Goldman Sachs is serving as lead financial advisor to Aspen. Insurance Advisory Partners is also serving as the financial advisor to Aspen. Sidley Austin is serving as legal advisor to Aspen.
KEY QUOTES:
“In pursuit of realizing Sompo’s Purpose, we have been striving to enhance further resilience and to promote ‘Connect and Be Connected.’ To accelerate capital circulation management and collaboration across the Sompo Group, we established Sompo P&C and appointed James Shea as its CEO. This transaction is an excellent example of those initiatives in action.”
“I would like to express my sincere appreciation for the successful realization of this transaction, made possible through the full utilization of the diverse capabilities and market intelligence of the SIH executive team, Jim’s leadership, and the close collaboration with Sompo Holdings.”
Mikio Okumura, Sompo Group CEO
“Strategic acquisitions have been a key part of our growth plan to build a robust and diversified global P&C platform, and Aspen represents an excellent opportunity at the right time in the market cycle. We look forward to welcoming the team from Aspen as we bring our organizations together, recognizing that the property/casualty market continues to value platforms that can underwrite and manage capital and risk at scale – and with exceptional skill.”
James Shea, CEO of Sompo P&C
“Sompo is a highly regarded brand and through this process it has become clear that they represent a long-term owner for Aspen that respects our business and shares our values and ethos. This transaction represents an excellent outcome for Aspen and our shareholders, while Sompo’s scale and capital strength will create significant opportunities for our customers, trading partners and colleagues. The significant 35.6% premium to our unaffected share price reflects the quality Sompo sees in our team, the depth of the Group’s distribution relationships and the strength of the franchise that we have built across insurance, reinsurance and Aspen Capital Markets. We look forward to sharing more details as we work towards completion, while maintaining our focus on continuing to deliver great service and products for our customers.”
Mark Cloutier, Aspen Group Executive Chairman and Group CEO
