Appointments to become effective upon completion of ACE’s acquisition
of Chubb
ZURICH--(BUSINESS WIRE)--
ACE Limited announced today the leadership team it intends to appoint
for the company’s North American insurance operations. The appointments
will take effect upon completion of the acquisition of Chubb, which is
expected in the first quarter of next year.
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John Lupica will serve as Vice Chairman of the parent company and Co-President of the North America Insurance division (Photo: Business Wire)
The appointments are aligned with an organizational structure centered
on specific commercial and personal property and casualty (P&C) customer
segments – large corporate clients; middle market and small commercial
clients; and affluent and high net worth (HNW) personal lines clients.
The organizational structure is also designed to maximize the strengths
of the company’s extensive branch and field organization and expanded
agency and brokerage distribution relationships.
John Lupica will serve as Vice Chairman of the parent company and
Co-President of the North America Insurance division. Currently Vice
Chairman of ACE Group and Chairman of the company’s Insurance — North
American businesses, Mr. Lupica will have executive operating
responsibility for the retail commercial P&C insurance businesses that
serve the large corporate market in the U.S. and Canada, the excess and
surplus lines (E&S) market in the U.S. and Bermuda, and the agriculture
insurance market in the United States. Reporting to Mr. Lupica will be
the company’s business that provides P&C insurance coverage to large
domestic and multinational corporations through retail brokers and
agents (currently known as ACE USA and the large corporate business of
Chubb); the company’s U.S.-based E&S and specialty products business
(currently known as ACE Westchester and Chubb Custom); the company’s
insurance operations in the Bermuda wholesale market (currently known as
ACE Bermuda and Chubb Atlantic); and the company’s agriculture insurance
business. Mr. Lupica’s scope of responsibility will include all P&C
products, underwriting, claims, actuarial and support functions related
to these businesses. Mr. Lupica will also have executive responsibility
for the company’s branch operations and field organization in North
America that serves the agents and brokers of Chubb and ACE, and he will
have responsibility for North America’s information technology group.
Mr. Lupica will report to John Keogh, who is currently Vice Chairman and
Chief Operating Officer of ACE Group and who will continue to serve in
that role for the parent company.
Dino Robusto will serve as Executive Vice President of the parent
company and Co-President of the North America Insurance division.
Currently President of Commercial and Specialty Lines for Chubb, Mr.
Robusto will have executive operating responsibility for the retail
commercial P&C insurance businesses serving the middle market and small
commercial customer segments for all products in the United States and
Canada through a broad distribution system that includes independent
agents and brokers. In addition, the company’s personal lines insurance
business serving affluent and HNW individuals and families in North
America (currently known as ACE Private Risk Services and Chubb Personal
Insurance) will report to Mr. Robusto. Mr. Robusto’s scope of
responsibility will include all P&C products, underwriting, claims,
actuarial and support functions related to these businesses, as well as
a matrixed responsibility for the field organization personnel
responsible for the sales and servicing of the middle market, small
commercial and HNW personal lines markets. Mr. Robusto will also have
executive responsibility for the company’s North American claims
organization serving both commercial and personal P&C customers. Mr.
Robusto will report to Mr. Keogh and will join the parent company’s
Executive Committee.
Harold Morrison, Jr. will serve as Senior Vice President of the parent
company and Executive Vice President and Chief Field Officer for the
North America Insurance division. Currently Chief Global Field Officer
and Chief Administrative Officer for Chubb, Mr. Morrison will be
responsible for the branch and field organization, which will be a
tremendous asset and competitive advantage of the company and includes
more than 50 offices in the U.S. and Canada. Working closely with Mr.
Lupica and Mr. Robusto, Mr. Morrison will ensure the field organization
is aligned with the company’s North American growth strategies and he
will be responsible for servicing and managing the business and company
relationships with the company’s agent and broker distribution partners
in North America. Mr. Morrison will report to Mr. Lupica.
“I am delighted to announce the future North America leadership team for
our company,” said Evan G. Greenberg, Chairman and Chief Executive
Officer, ACE Group. “John, Dino and Harold are highly talented,
experienced leaders with long track records of success building and
managing insurance businesses. We are fortunate to have executives with
this kind of leadership skill and industry experience to lead our
commercial and personal P&C operations in North America. In John and
Dino, the two most senior North American operating executives, I have
every confidence in their ability and passion to drive business results,
achieve our collective vision and fulfill the tremendous potential that
our two companies together represent. In his continued role as Vice
Chairman of the parent company, John has been and will continue to be a
great partner to both John Keogh and me. He will also be a great partner
in helping our Chubb colleagues navigate and understand the ACE culture
and organization. John Keogh and I welcome Dino and Harold to the future
senior management team. We look forward to working with them.”
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, potential post-acquisition 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 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. 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
intends to file a registration statement on Form S-4, containing a joint
proxy statement/prospectus with the SEC. 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 will be able to 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