Appointment to become effective upon completion of ACE’s acquisition
of Chubb
ZURICH--(BUSINESS WIRE)--
ACE Limited (NYSE: ACE) announced today that it intends to appoint Juan
C. Andrade Executive Vice President of the new Chubb Group and President
of the International Non-life Insurance division, which encompasses
operations with both retail broker and wholesale market distribution.
The appointment will take effect upon completion of the acquisition of
Chubb, which is expected in the first quarter of next year. Mr. Andrade
is currently Executive Vice President, ACE Group, Personal Lines and
Chief Operating Officer of ACE Overseas General, the company’s
international non-life insurance division in more than 50 countries and
territories outside North America.
In his future role, Mr. Andrade will have executive operating
responsibility for the company’s non-life insurance operations outside
of the U.S., Bermuda and Canada, including commercial P&C, traditional
and specialty personal lines, and accident and health insurance. The
International Non-Life Insurance division is comprised of two major
businesses: one with distribution through retail brokers in six regions
of the world – Europe, Asia Pacific, China, Japan, Latin America and
Eurasia & Africa – and the other an excess and surplus lines company
with distribution through brokers in the London wholesale market and
Lloyd’s. Mr. Andrade’s scope of responsibility will include all
products, underwriting, claims, actuarial and support functions related
to these businesses. Mr. Andrade will continue with his current
responsibilities, including leading ACE’s global personal lines and
small commercial insurance business, through the close of the
transaction to ensure a smooth leadership transition and integration for
those businesses. Mr. Andrade 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.
“I am so pleased to appoint Juan to this role. During his five-year
tenure with ACE, he has assumed increased responsibility and with each
move has demonstrated outstanding leadership. He is an excellent
executive with a proven track record of accomplishment,” said Evan G.
Greenberg, Chairman and Chief Executive Officer, ACE Limited. “Juan is a
great partner who has proven he’s ready for this important role. The
company’s international businesses have been an important part of the
ACE growth story and will remain so going forward. I have every
confidence in Juan’s experience and skills as a leader and manager to
drive business results and build on the substantial presence and
capabilities of a global business that operates in 54 countries and
serves customers in more than 190 nations. John Keogh and I look forward
to working with Juan in his new role.”
“Juan has a deep understanding of the nuances of each local market – its
geography and history, culture, economy and politics. He is a true
internationalist,” said Mr. Keogh. “I am excited to continue working
with Juan as we combine the international operations of ACE and Chubb
and deepen our presence and capabilities around the globe.”
Prior to joining ACE in 2010, Mr. Andrade was President and Chief
Operating Officer of Property & Casualty Operations for The Hartford
Financial Services Group. He also served as President of Commercial
Markets and Executive Vice President for Sales and Distribution. He
joined The Hartford in 2006 as head of the P&C claims organization.
Before joining The Hartford, Mr. Andrade held senior management
positions with The Progressive Corporation, serving as general manager
of the company's Gulf Coast Region and the Southern California, Colorado
and Wyoming business units. He started his insurance career at American
International Group (AIG), where he worked with the company's
international property and casualty businesses both in the United States
and overseas. Mr. Andrade received a Bachelor of Science in Journalism
and Political Science from the University of Florida. He holds a Master
of Arts degree in International Economics and Latin American Studies
from the School of Advanced International Studies at Johns Hopkins
University.
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 that was
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, “Risk Factors” in ACE’s Quarterly Report on
Form 10-Q for the period ended June 30, 2015, which was filed with the
SEC on August 4, 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 preliminary joint proxy
statement/prospectus with the SEC. The final joint proxy
statement/prospectus has been 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, is contained in the joint proxy
statement/prospectus contained in the registration statement on Form
S-4, which has been filed with the SEC, 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