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Cash Redemption & Delisting: All outstanding Class A ordinary shares of Aspen will be redeemed for cash and delisted from the NYSE, while Aspen’s preference shares will remain outstanding.
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Global Portfolio Expansion: The acquisition will broaden Sompo’s geographic reach, enhancing its presence in high-growth international markets.
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Enhanced Specialty Expertise: The deal will strengthen Sompo’s underwriting capabilities and expand its footprint in core specialty insurance and reinsurance lines.
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Increased Fee-Based Income: The transaction provides access to significant fee-based revenues via Aspen’s leading capital markets platform.
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Accretive to ROE: The deal is expected to be immediately accretive to return on equity (ROE) upon completion.
Sompo Holdings, Inc. (“Sompo” or the “Company”) (Stock Code: 8630, TSE Prime Market) announced today that a wholly owned subsidiary of Sompo International Holdings Ltd. (SIH) has entered into a definitive merger agreement to acquire 100% of the issued Class A ordinary shares of Aspen Insurance Holdings Limited (“Aspen”) (NYSE: AHL) for $37.50 per share in cash. This represents a total transaction value of approximately $3.5 billion.
Aspen operates a leading specialty insurance and reinsurance platform, generating over $4.6 billion in annual gross written premiums, with a strong focus on specialty product lines and tailored solutions.
Mikio Okumura, Sompo Group CEO, stated:
“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.”
James Shea, CEO of Sompo P&C, said “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.”
Mark Cloutier, Aspen Group Executive Chairman and Group CEO, said, “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.”
Key Transaction Benefits
Enhancing portfolio diversification and global scale: Sompo has spent the past several years expanding its P&C business geographically outside the domestic Japanese market to better navigate a dynamic market landscape. Aspen brings deep underwriting expertise across complex specialty lines – such as cyber, credit and political risk, inland marine, U.K. property & construction and U.S. management liability – with long-standing broker relationships.
Furthermore, Aspen has expertise in a variety of global reinsurance lines including casualty reinsurance, property catastrophe reinsurance, other property reinsurance, and specialty reinsurance, while its top-tier Lloyd’s syndicate provides access to complex risks and reinsurance licensing across untapped markets in the Americas, the U.K., Europe, and Asia Pacific. Sompo intends to integrate Aspen’s business with its overseas insurance business to pursue further expansion opportunities together across developed markets.
Expanding revenue streams and capital management options: Aspen provides meaningful exposure to the alternative reinsurance market through its Aspen Capital Markets (“ACM”) platform. ACM sources capital from third-party investors who Aspen earns underwriting, management and performance fees from primarily through the placement and management of collateralized quota share sidecar vehicles. ACM brings a highly differentiated product offering, with more than $2 billion in assets under management and 80% of fee income in 2024 generated from non-catastrophe, long-tail lines of business. This platform is expected to significantly enhance Sompo’s approach to capital optimization, providing greater flexibility to manage its risk exposure and reduce earnings volatility.
Strengthening Sompo’s financial profile: Sompo is executing a strategic plan focused on achieving adjusted consolidated ROE of 13-15% and adjusted EPS growth of above 12% in FY2026. Aspen has taken significant action over the past few years to streamline its portfolio, reduce volatility, and drive financial performance. Further Aspen has enhanced the resilience of its balance sheet through a loss portfolio transfer and adverse development cover for the 2019 and prior accident years.
As a result of these steps, Aspen is expected to be immediately accretive to ROE and make a significant contribution to the Sompo Group. For the twelve months ended December 31, 2024, Aspen delivered a combined ratio of 87.9% and operating return on average equity of 19.4%. Sompo has identified significant cost and capital synergies as a result of this transaction.
Transaction Details
Under the terms of the merger agreement, each issued Class A ordinary share of Aspen will be converted into the right to receive $37.50 in cash at closing. This consideration represents a 35.6% premium to the unaffected share price of $27.66 on August 19, 2025, as well as a 24.6% premium over Aspen’s unaffected 30-day volume-weighted average price as of August 19, 2025, the last full trading day prior to speculation about the transaction.
Immediately following the closing, each series of preference shares of Aspen will remain outstanding and the relative rights, terms and conditions will remain unchanged. Sompo and Aspen may from time to time seek to redeem or repurchase and/or delist the preferred shares or associated depositary shares.
The transaction has been unanimously approved by both companies’ Boards of Directors and is expected to close in the first half of 2026. The transaction is subject to certain customary closing conditions for a transaction of this type, including the receipt of antitrust and insurance regulatory approvals, consents and expiration of applicable waiting periods.
Following the execution of the merger agreement, shareholders representing more than a majority of the issued common shares of the Company delivered a shareholder written consent adopting and approving the merger agreement.
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Sompo. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Sompo. Kekst CNC is serving as strategic communications counsel to Sompo.
Goldman Sachs & Co. LLC. is serving as lead financial advisor to Aspen. Insurance Advisory Partners LLC is also serving as financial advisor to Aspen. Sidley Austin LLP is serving as legal advisor to Aspen.
