Appointments to become effective upon completion of ACE’s acquisition
of Chubb
ZURICH--(BUSINESS WIRE)--
ACE Limited (NYSE: ACE) announced today the leadership teams it intends
to appoint for the company’s North American business units, including
National Accounts, Middle Market, Small Commercial, Personal Lines,
Wholesale/Excess & Surplus Lines, Bermuda and Agriculture. The company
also announced the leadership teams that will have responsibility for
all North American business of several major product lines, including
Professional Lines, Surety and Property. All of the appointments will
take effect upon completion of the acquisition of Chubb, which is
expected in the first quarter of 2016.
National Accounts, Middle Market and Small Commercial Insurance
Leadership
Christopher A. Maleno will serve as Senior Vice President of the new
Chubb Group and Division President, North America National Accounts. Mr.
Maleno is currently Senior Vice President of ACE Group and Division
President, ACE USA. Mr. Maleno will have executive operating
responsibility for the retail commercial property and casualty (P&C)
insurance business that serves the large corporate market in the U.S.
and Canada. Mr. Maleno’s responsibilities will include all facets of the
business including strategy, production, product development and
management, and profit and loss (P&L) performance. He will be
responsible for bringing to bear all of the combined company’s products,
services and capabilities to its brokerage and agency distribution
partners for large corporate customers. Mr. Maleno’s organization, which
is substantially the current ACE USA business including its products and
organizational structure, will include a full complement of product line
managers as well as Global Client Executives and National Segment
Leaders in the field. Mr. Maleno will be responsible for the successful
integration of the ACE and Chubb national accounts business currently
written in ACE USA and Chubb Commercial Insurance. Mr. Maleno will
report to John Lupica, who, as previously
announced, will serve as Vice Chairman of the parent company and
Co-President of the North America Insurance division. Mr. Lupica is
currently Vice Chairman of ACE Group and Chairman of ACE’s Insurance —
North American businesses.
Steven R. Pozzi will serve as Senior Vice President of the new Chubb
Group and Division President, North America Middle Market. Mr. Pozzi is
currently Executive Vice President of Chubb and Chief Operating Officer,
Chubb Commercial Insurance. Mr. Pozzi will have executive operating
responsibility for the retail commercial P&C insurance business that
serves the middle market in the U.S. and Canada. Mr. Pozzi’s
responsibilities will include all facets of the business including
strategy, production, product development and management, and P&L
performance. He will be responsible for bringing to bear all of the
combined company’s products, services and capabilities to its retail
agency and brokerage distribution partners for middle market commercial
customers. Mr. Pozzi’s organization will include a full complement of
product line and industry segment managers as well as regional middle
market managers in the field. Mr. Pozzi will be responsible for the
successful integration of the Chubb and ACE middle market business
currently written in Chubb Commercial Insurance and ACE USA. Mr. Pozzi
will report to Dino E. Robusto, who, as previously
announced, will serve as Executive Vice President of the parent
company and Co-President of the North America Insurance division. Mr.
Robusto is currently Executive Vice President of The Chubb Corporation
and President of Chubb Commercial and Specialty Lines.
James A. Williamson will serve as Vice President of the new Chubb Group
and Division President, North America Retail Small Commercial. Mr.
Williamson is currently Division President of ACE Private Risk Services,
ACE’s high net worth personal lines business. Mr. Williamson will have
executive operating responsibility for the retail commercial P&C
insurance business that serves small commercial clients in the U.S. and
Canada. Mr. Williamson’s responsibilities will include all facets of the
business including strategy, production, product development and
management, and P&L performance of the business, which will offer
packaged products through an efficient and automated service to retail
agents and brokers. Mr. Williamson will report to Mr. Robusto.
High Net Worth Personal Lines Leadership
Frances D. O’Brien will serve as Senior Vice President of the new Chubb
Group and Division President, North America Personal Insurance. Ms.
O’Brien is currently Senior Vice President, Chief Risk Officer of Chubb.
Ms. O’Brien will have executive operating responsibility for the
personal lines P&C insurance business that serves affluent and high net
worth clients in the U.S. and Canada. Ms. O’Brien’s responsibilities
will include all facets of the business including strategy, production,
product development and management, and P&L performance. She will be
responsible for the successful integration of ACE and Chubb’s personal
lines businesses: Chubb Personal Insurance and ACE Private Risk
Services. The newly integrated North America Personal Insurance
organization will encompass superior product and service capabilities in
order to deliver a best-in-class offering to the company’s agency
distribution partners for affluent and high net worth customers. Ms.
O’Brien will report to Mr. Robusto.
C. Scott Gunter will serve as Chief Operating Officer of North America
Personal Insurance. Currently Senior Vice President and Chief
Underwriting Officer of Chubb Commercial Insurance, Mr. Gunter will be
responsible for a personal lines organization that includes the product
management team and sales distribution managers in the field. Ms.
O’Brien and Mr. Gunter will work closely together with Mr. Williamson
for the time required to ensure a smooth leadership transition and
integration as the company brings together the many talented people from
ACE, Fireman’s Fund and Chubb. Mr. Gunter will report to Ms. O’Brien.
Wholesale/Excess & Surplus Lines Leadership
Bruce L. Kessler will serve as Senior Vice President of the new Chubb
Group and Division President, North America Wholesale/Excess & Surplus
Lines. Mr. Kessler is currently Division President of ACE Westchester,
ACE’s Excess & Surplus (E&S) specialty company in North America. Mr.
Kessler will have executive operating responsibility for the commercial
P&C insurance business that serves the wholesale and E&S market in the
U.S. and Canada. Mr. Kessler’s responsibilities will include all facets
of the business including strategy, production, product development and
management, and P&L performance. He will be responsible for bringing to
bear all of the combined company’s products, services and capabilities
to its wholesale brokerage distribution partners. Mr. Kessler will be
responsible for the successful integration of ACE and Chubb’s E&S
businesses – ACE Westchester and Chubb Custom – as well as the addition
of ACE Commercial Risk Services, ACE’s small commercial, micro business
and programs division. Mr. Kessler will continue to report to John
Lupica.
David Lupica will serve as Chief Operating Officer, North America
Wholesale/Excess & Surplus Lines. Currently Division President of ACE
Commercial Risk Services, Mr. Lupica will work in partnership with Mr.
Kessler in the operation of the E&S business, the wholesale small
commercial division and the North America programs business. Mr. Lupica
will report to Mr. Kessler.
Bermuda and Global Client Executives Leadership
Joseph S. Clabby will serve as Vice President of the new Chubb Group and
Division President, Bermuda and Global Accounts. Mr. Clabby is currently
Division President of ACE Bermuda and ACE Global Accounts. Mr. Clabby
will have executive operating responsibility for the Bermuda-based
commercial P&C insurance business that writes high-limit excess
liability, property, political risk and directors and officers coverage
worldwide. Mr. Clabby’s responsibilities will include all facets of the
business including strategy, production, product development and
management, and P&L performance, and he will be responsible for the
successful integration of ACE and Chubb’s Bermuda operations: ACE
Bermuda and Chubb Atlantic. Mr. Clabby will continue to serve as
President, Global Accounts, focusing on the sophisticated product and
service needs of multinational clients. Mr. Clabby will continue to
report to John Lupica.
Agriculture Leadership
Michael J. Coleman will serve as Vice President of the new Chubb Group
and Division President, North America Agriculture. Mr. Coleman is
currently Division President of ACE Agriculture and will continue to
have executive operating responsibility for the commercial P&C insurance
business that serves farmers and other agribusiness clients in the U.S.
Mr. Coleman’s responsibilities will include all facets of the business
including strategy, production, product development and management, and
P&L performance. Mr. Coleman will continue to report to John Lupica.
Product Line Leadership
ACE Limited also announced the leadership team it intends to appoint for
the following North American product lines: Professional Lines, Surety
and Property.
Robert C. Cox will serve as Division Chairman, North America
Professional Lines, and Scott A. Meyer will serve as Division President,
North America Professional Lines. Mr. Cox is currently Executive Vice
President of Chubb and Chief Operating Officer, Chubb Specialty
Insurance, and Mr. Meyer is currently Division President of ACE’s North
America Professional Lines. Mr. Cox and Mr. Meyer will have profit
center executive responsibility for the professional lines business
offered through the National Accounts, Middle Market and Small
Commercial business units that serve customers in the U.S. and Canada,
as well as the company’s North America Wholesale/E&S business and its
operations in Bermuda. Their responsibilities will include all facets of
the product line including strategy, production, product development and
management, and P&L performance. Mr. Cox and Mr. Meyer will be
responsible for the successful integration of the Chubb and ACE
professional lines products currently offered by Chubb Specialty
Insurance, Chubb Custom, Chubb Atlantic, ACE USA, ACE Westchester, ACE
Bermuda and ACE Canada in order to deliver a best-in-class offering to
the company’s broker and agent distribution partners. Mr. Cox will
report to John Lupica and Mr. Meyer will report to Mr. Cox.
Stephen M. Haney will serve as Division Chairman, North America Surety,
and Chief Underwriting Officer, Global Surety. Mr. Haney is currently
Division President, Surety, ACE USA, and Chief Underwriting Officer,
Global Surety, ACE Group. Mr. Haney will have executive operating
responsibility for the commercial and contract surety products and
services offered through the National Accounts, Middle Market and Small
Commercial business units that serve customers in the U.S. and Canada.
Mr. Haney’s responsibilities will include all facets of the product line
including strategy, production, product development and management, and
P&L performance, as well as overseeing the underwriting of the company’s
surety offerings globally. Mr. Haney will continue to report to John
Lupica.
Richard A. Ciullo will serve as Chief Operating Officer of North America
Surety. Currently Senior Vice President and Chief Operating Officer of
Chubb Surety, Mr. Ciullo will assist in the P&L performance of the
product line and together with Mr. Haney will be responsible for the
successful integration of ACE and Chubb’s surety products in order to
deliver a best-in-class offering to the company’s brokerage distribution
partners. Mr. Ciullo will report to Mr. Haney.
Derek Talbott will serve as Division Chairman, North America Property.
Mr. Talbott is currently Division President, ACE North America Property
& Specialty Lines. Mr. Talbott will have executive operating
responsibility for all property-related products and services, including
builder’s risk, energy, aviation and commercial marine, offered through
the National Accounts, Middle Market and Small Commercial business units
that serve customers in the U.S. and Canada as well as the company’s
North America Wholesale/E&S business and its operations in Bermuda. Mr.
Talbott’s responsibilities will include all facets of the product line
including strategy, production, product development and management, and
P&L performance. Mr. Talbott will be responsible for the successful
integration of ACE and Chubb’s property products in order to deliver
best-in-class offerings to the company’s brokerage distribution
partners. Mr. Talbott will continue to report to John Lupica.
“We have assembled a strong line-up of leaders from both ACE and Chubb
who represent the best talent in their respective fields,” said Mr.
Lupica. “This group of executives demonstrates the exceptionally deep
bench of the combined company. Chris, Bruce, Dave, Joe, Mike, Bob,
Steve, Rick and Derek are seasoned, driven and ready to execute a bold
vision for their businesses. I look forward to charting an ambitious
path for product, technology, service and distribution in the North
American specialty and large commercial insurance market with my current
and future colleagues."
“The combination of ACE and Chubb creates an unparalleled opportunity to
become the carrier of choice for agents, brokers and their clients,”
said Mr. Robusto. “In North America, the opportunities for middle
market, small commercial and personal insurance are nothing less than
game-changing. Steve, Jim, Fran and Scott possess the experience and
vision to achieve profitable growth, deliver superior products and
services, cater to our agency and broker partners, and handle claims
better than anyone else in the marketplace.”
Leadership Biographies
Christopher A. Maleno has more than 25 years of insurance industry
experience. As Senior Vice President of ACE Group and Division President
of ACE USA, he is responsible for the operations of the company’s
Philadelphia-based retail broker-distributed commercial property and
casualty and accident and health (A&H) insurance business. Mr. Maleno
was appointed to his current position in March 2013 and before that
served as ACE USA’s Chief Operating Officer for two years. Previously,
he was President, ACE Casualty Risk, where he was responsible for
leading and executing strategic business plans for ACE USA’s portfolio
of casualty insurance products. Mr. Maleno joined ACE as Division
President, ACE Regional Operations for ACE USA in 2007. Prior to joining
ACE, Mr. Maleno served as Chief Operating Officer and Executive Vice
President for American Home, a unit of American International Group
(AIG). He also held key senior leadership positions in casualty
underwriting and regional operations management at AIG and Chubb. Mr.
Maleno received a Bachelor of Science degree in Finance from the
University of Vermont and holds an MBA from Columbia University.
Steven R. Pozzi has more than 30 years of insurance industry experience.
Since 2009, he has served as Executive Vice President, Chubb & Son, and
Chief Operating Officer for Chubb Commercial Insurance, which comprises
all standard commercial lines of business. Mr. Pozzi joined Chubb in
1981 as a commercial underwriter trainee. Over the years, he has held a
number of underwriting and managerial positions with Chubb. In 1993, Mr.
Pozzi was appointed the Western Zone commercial customer group manager
and casualty practice leader. He held the position of commercial
customer group field operations officer in 1995. Mr. Pozzi was promoted
to Chief Underwriting Officer for Chubb Commercial Insurance in 1999.
Mr. Pozzi has a Bachelor of Arts degree in Political Science and History
from the University of Pennsylvania and a Master of Arts degree in
international relations from Rutgers University in New Jersey.
James A. Williamson has 10 years of insurance industry experience. In
April 2015, he was appointed Division President of ACE Private Risk
Services. In this role, he is responsible for the overall growth and
profitability of the Division, which provides specialty coverage
designed to meet the complex needs of high net worth individuals and
families, including home, auto, watercraft, valuable collections and
umbrella liability insurance. Mr. Williamson joined ACE in August 2013
as Senior Vice President, Chief Operations Officer of ACE’s Global
Personal and Small Business insurance business and, in September 2014,
took on the role of Chief Operating Officer for ACE’s International A&H
insurance business. Prior to joining ACE, Mr. Williamson served at The
Hartford from 2005 to 2013 in a variety of senior underwriting, sales
and strategic planning roles. Prior to joining The Hartford, he served
at Bain & Co. as a consultant. Mr. Williamson received an MBA from The
Wharton School at the University of Pennsylvania and a Bachelor of
Science degree in Finance from Bryant College.
Frances D. O’Brien has 35 years of insurance industry experience. As
Senior Vice President and Chief Risk Officer of Chubb, Ms. O’Brien has
global responsibility and oversight for identifying, measuring,
monitoring, and minimizing operational, financial and strategic risks
across the organization. Previously, she was Chief Underwriting Officer
of Chubb Personal Insurance (CPI). Since joining Chubb as an actuarial
trainee in 1980, Ms. O’Brien has served in a variety of positions of
increasing responsibility in actuarial, product development and
underwriting, including Co-Chief Underwriting Officer, CPI,
International Chief Underwriting Officer, CPI, and Worldwide
Underwriting Manager, CPI. Ms. O’Brien holds a Bachelor of Science
degree in Mathematics and Actuarial from Villanova University.
C. Scott Gunter has nearly 30 years of insurance industry experience.
Since 2009, he has served as Senior Vice President and Chief
Underwriting Officer of Chubb Commercial Insurance (CCI). Since joining
Chubb in 1986 as an underwriting trainee, he has held underwriting and
field management positions of increasing responsibility in the U.S. and
Canada, including Field Underwriting Officer, CCI, Eastern Territory,
and Underwriting Officer, CCI, Southern Zone. Mr. Gunter has a Bachelor
of Science degree in Finance and Marketing from Wilfrid Laurier
University and an executive management certificate from Queen’s
University.
Bruce L. Kessler has more than 30 years of insurance industry
experience. As Division President, ACE Westchester, he is responsible
for the operations of the company’s Atlanta-based E&S lines commercial
P&C insurance business. Mr. Kessler was appointed to his current role in
July 2010 and before that served as Division President, Casualty and
Specialty Lines, ACE Westchester. Mr. Kessler has been with ACE since
2000 and has held a variety of leadership positions, including Executive
Vice President and Chief Underwriting Officer for Insurance – North
America and Senior Vice President of ACE Tempest Re USA, the company's
Stamford, Conn.-based reinsurance company. He has also held senior
underwriting positions with American Re-Insurance Company, NAC
Reinsurance Company and General Reinsurance Company. Mr. Kessler holds a
Bachelor of Arts degree in Political Science from the University of
Delaware.
David Lupica has more than 25 years of insurance industry experience. As
Division President of ACE Commercial Risk Services, Mr. Lupica is
responsible for leading the development and profitability of ACE
Commercial Risk Services, which provides specialty insurance products
and packaged plans to small and micro-sized businesses through retail
and wholesale brokers and program managers. Previously, he was Division
President, ACE Westchester Professional Lines, in addition to overseeing
ACE Westchester's small business offerings. Mr. Lupica joined ACE in
2000 as Executive Vice President of ACE USA’s Professional Risk
Division. Before joining ACE, he held management positions at Starr
Excess Liability Company Inc., of Bermuda; Alexander & Alexander (now
Aon); and AIG. Mr. Lupica received his Bachelor of Arts degree from
Hobart and William Smith Colleges.
Joseph S. Clabby has more than 30 years of experience in insurance
underwriting, banking and brokerage. As Division President, ACE Bermuda,
he is responsible for directing the company’s underwriting, distribution
and marketing of high-limit excess liability, professional liability,
political risk, and property insurance coverage through non-U.S. based
brokers. Mr. Clabby is also Division President of ACE Global Accounts,
the division within ACE Group that focuses the company’s worldwide
underwriting, service and claims capabilities exclusively on large
organizations with complex risks. Mr. Clabby has previously served as
President, ACE Continental Europe; President of Regional Operations for
ACE USA; and President, ACE USA West. Prior to joining ACE, Mr. Clabby
held various management positions in the reinsurance, brokerage and
financial sectors. Mr. Clabby joined ACE in 2001 and holds a Bachelor’s
degree in Psychology from Fordham University in New York, an MBA in
Finance from Pace University in New York and a Master’s degree in
Education from Montclair State University in New Jersey.
Michael J. Coleman has more than 30 years of insurance industry
experience. As Division President, ACE Agriculture, he has
responsibility for ACE’s agriculture-related businesses, including its
Rain and Hail unit, one of the leading providers of crop insurance in
the U.S., as well as farm and ranch and specialty agribusiness insurance
lines. Mr. Coleman has been with ACE and its predecessor companies for
more than 25 years. He has been responsible for ACE’s crop insurance
business and served as a Director on the Rain and Hail board. Following
ACE’s acquisition of Rain and Hail in 2010, Mr. Coleman assumed an
expanded role, including responsibility for the farm property and
casualty businesses in 2011, and the commercial agriculture operations
with ACE’s acquisition of Penn Millers in late 2011. Mr. Coleman was
previously Director of Select Markets with CIGNA Property and Casualty
(an ACE predecessor company) and served in various underwriting and
claim management roles with CIGNA Reinsurance. Previously, Mr. Coleman
held claim management positions with Safeco Insurance Company and
Continental Insurance Company. Mr. Coleman received a Bachelor of
Science degree from West Chester University and holds the Charter
Property and Casualty Underwriter (CPCU) designation.
Robert C. Cox has nearly 35 years of insurance industry experience. He
currently serves as Executive Vice President, Chubb & Son, and Chief
Operating Officer of Chubb Specialty Insurance (CSI), the executive
protection and professional liability underwriting division of the Chubb
Group. Mr. Cox began his Chubb career in 1981 as a financial
institutions underwriter in the company's San Francisco office. In 1986,
he was named Eastern Zone underwriting manager for Chubb's Department of
Financial Institutions (DFI), and in 1996 he assumed worldwide
responsibility for DFI. In 2001, he was named Chief Operating Officer
for CSI, and he assumed his present position in 2003. Mr. Cox graduated
with a Bachelor of Science degree in Business Management/Finance from
San Jose State University in California.
Scott A. Meyer has more than 25 years of insurance industry experience.
As Division President of ACE’s North America Professional Lines, he has
executive oversight of ACE USA’s management and professional liability
lines of business, which include public, private, not-for-profit and
financial institutions directors and officers liability coverage, and
its errors and omissions and privacy/network security products. Mr.
Meyer joined ACE in 2008 as Executive Vice President, Professional Risk,
ACE USA. Prior to joining ACE, he held several leadership positions at
AIG, including President, Financial Institutions Group, and head of the
merger and acquisitions insurance group. Before joining AIG, Mr. Meyer
was a co-founding partner at Ambridge Partners. He began his career at
Chubb, and has also held a variety of roles at AIG’s National Union
subsidiary and Aon. Mr. Meyer holds a degree in Economics from New York
University.
Stephen M. Haney has more than 20 years of insurance industry
experience. As Division President, Surety, ACE USA, and Chief
Underwriting Officer, Global Surety, ACE Group, Mr. Haney is responsible
for the company’s commercial and contract surety operations in the U.S.,
and for overseeing the underwriting of ACE’s surety offerings globally.
He first joined ACE in 1998, and most recently served as Executive Vice
President & Chief Underwriting Officer for ACE USA’s Surety division. He
previously held various regional underwriting, sales and marketing
positions with Chubb Group, Cologne Re in Germany and Leon Levy &
Associates in Philadelphia. Mr. Haney holds a Bachelor’s degree in
Finance from The Pennsylvania State University and a Master’s degree in
International Business from European University in The Hague in the
Netherlands. He serves as the Vice Chair of the Board of The Surety &
Fidelity Association of America (SFAA).
Richard A. Ciullo has nearly 35 years of insurance industry experience.
As Senior Vice President and Chief Operating Officer, Surety, for Chubb,
he has global responsibility and oversight for the company’s surety
business. Since joining Chubb as a surety trainee in 1981, Mr. Ciullo
has served in a variety of positions of increasing responsibility in
surety, including Surety Chief Marketing Officer and Surety North
American Field Operations Officer. Mr. Ciullo holds a Bachelor of Arts
degree in Economics and History from Wesleyan University.
Derek Talbott has more than 20 years of insurance industry experience
and currently serves as Division President, North America Property &
Specialty Lines, ACE Group. Mr. Talbott has held property underwriting
leadership positions around the world, including New Zealand, Thailand,
Hong Kong, London and New York. He joined ACE in 2009 as Executive Vice
President, Property, ACE Overseas General, and was soon thereafter
seconded to Europe. In London, Mr. Talbott had responsibility for the
overall management and delivery of ACE International’s Property business
including strategy development, execution of marketing plans,
reinsurance purchasing, line setting and catastrophe management
guideline development. He spent the earlier part of his career at AIG,
Aon Global Risk Services and Benfield. Mr. Talbott holds a degree in
History from Middlebury College.
About ACE Group
ACE Group is one of the world’s largest multiline property and casualty
insurers. With operations in 54 countries, ACE provides commercial and
personal property and casualty insurance, personal accident and
supplemental health insurance, reinsurance and life insurance to a
diverse group of clients. ACE Limited, the parent company of ACE Group,
is listed on the New York Stock Exchange (NYSE: ACE) and is a component
of the S&P 500 index. Additional information can be found at: www.acegroup.com.
Cautionary Statement Regarding Forward-Looking Statements
All forward-looking statements made in this communication, related to
the acquisition of Chubb or potential post-acquisition leadership,
performance or otherwise, reflect ACE’s current views with respect to
future events, business transactions and business performance and are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements by words such as “may,” “will,” “should,”
”expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“predict,” “potential,” “continue,” “could,” “future,” “project” or
other words of similar meaning. All forward-looking
statements involve risks and uncertainties, which may cause actual
results to differ, possibly materially, from those contained in the
forward-looking statements.
Forward-looking statements include, but are not limited to,
statements about expected officer appointments and the benefits of the
proposed transaction involving ACE and Chubb, including future financial
results; ACE’s and Chubb’s plans, objectives, expectations and
intentions; the expected timing of completion of the transaction and
other statements that are not historical facts. Important factors that
could cause actual results to differ, possibly materially, from those
indicated by the forward-looking statements include, without limitation,
the following: the inability to complete the transaction in a timely
manner; the inability to complete the transaction due to the failure of
Chubb’s shareholders to adopt the transaction agreement or the failure
of ACE shareholders to approve, among other matters, the issuance of ACE
common shares in connection with the acquisition; the failure to satisfy
other conditions to completion of the transaction, including receipt of
required regulatory approvals; the failure of the proposed transaction
to close for any other reason; the possibility that any of the
anticipated benefits of the proposed transaction will not be realized;
the risk that integration of Chubb’s operations with those of ACE will
be materially delayed or will be more costly or difficult than expected;
the challenges of integrating and retaining key employees; the effect of
the announcement of the transaction on ACE’s, Chubb’s or the combined
company’s respective business relationships, operating results and
business generally; the possibility that the anticipated synergies and
cost savings of the merger will not be realized, or will not be realized
within the expected time period; the possibility that the transaction
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; diversion of management’s
attention from ongoing business operations and opportunities; general
competitive, economic, political and market conditions and fluctuations;
and actions taken or conditions imposed by the United States and foreign
governments and regulatory authorities. Moreover, there is no
certainty that the individuals identified as expected officers of the
combined company will in fact remain employed by ACE or Chubb,
respectively, through closing of the transaction. In addition,
you should carefully consider the risks and uncertainties and other
factors that may affect future results of the combined company described
in the section entitled “Risk Factors” in the joint proxy
statement/prospectus to be delivered to ACE’s and Chubb’s respective
shareholders, and in ACE’s and Chubb’s respective filings with the
Securities and Exchange Commission (“SEC”) that are available on the
SEC’s website, located at www.sec.gov,
including the sections entitled “Risk Factors” in ACE’s Annual Report on
Form 10–K for the year ended December 31, 2014, which was filed with the
SEC on February 27, 2015, and “Risk Factors” in Chubb’s Annual Report on
Form 10–K for the year ended December 31, 2014, which was filed with the
SEC on February 26, 2015. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
communication. ACE undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed transaction between ACE
and Chubb. In connection with the proposed transaction, ACE
has filed a registration statement on Form S-4, containing a joint proxy
statement/prospectus with the SEC, which was most recently amended by a
filing with the SEC on September 1, 2015. The final joint
proxy statement/prospectus will be delivered to the shareholders of ACE
and Chubb. This communication is not a substitute for the registration
statement, definitive joint proxy statement/prospectus or any other
documents that ACE or Chubb may file with the SEC or send to
shareholders in connection with the proposed transaction. SHAREHOLDERS
ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Shareholders may obtain copies of the joint proxy
statement/prospectus and other documents filed with the SEC (when
available) free of charge at the SEC’s website, http://www.sec.gov. Copies
of documents filed with the SEC by ACE will be made available free of
charge on ACE’s website at www.acegroup.com.Copies
of documents filed with the SEC by Chubb will be made available free of
charge on Chubb’s website at www.chubb.com.
Participants in Solicitation
ACE, Chubb and their respective directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive officers of
ACE is set forth in the proxy statement for ACE’s 2015 Annual General
Meeting, which was filed with the SEC on April 8, 2015, and ACE’s Annual
Report on Form 10-K for the year ended December 31, 2014, which was
filed with the SEC on February 27, 2015. Information about the directors
and executive officers of Chubb is set forth in the proxy statement for
Chubb’s 2015 Annual Meeting of Shareholders, which was filed with the
SEC on March 13, 2015, and Chubb’s Annual Report on Form 10-K for the
year ended December 31, 2014, which was filed with the SEC on February
26, 2015. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
joint proxy statement/prospectus and other relevant materials filed with
the SEC. You may obtain free copies of these documents as
described above.
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Source: ACE Limited