Ashurst has advised Nippon Life Insurance Company (Nippon Life) on its acquisition of 80% of the outstanding shares in MLC Limited (MLC), a subsidiary of National Australian Bank (NAB), to the value of A$2.4 billion.
The transaction also included a 20 year distribution agreement between MLC and NAB. NAB will continue to hold the remaining 20% of the outstanding shares of MLC and seek to expand MLC's business together with Nippon Life. Upon closing, MLC will become a subsidiary of Nippon Life.
This transaction represents Nippon Life's first overseas majority acquisition. Australia is an attractive market for life insurers, as average incomes are higher than in emerging markets, its population of 23 million is growing steadily, and an expansion of insurance premiums through the superannuation system.
The transaction is subject to relevant regulatory authorities in Japan and Australia. Closing of the transaction is anticipated between September and December, 2016. The acquisition is a friendly transaction and has been unanimously approved by the Board of Directors of MLC.
Lead partner on the deal, Natsuko Ogawa, adds: "Nippon Life's acquisition of MLC is an exciting milestone for Japanese investment in the Australian financial services sector, and more particularly in life insurance. Like so many successful Japan-Australia investments before it, this transaction is not just a business acquisition but at its bedrock, it will establish a long term partnership that brings together the complementary skills and resources of its partners.
"Ashurst is proud to have been able to work with Nishimura & Asahi, one of Japan's leading law firms, to assist Nippon Life with this transaction."
The team led by Natsuko also included consultant Stephen Menzies, counsel Arabella Dove, senior associates Peter Atkin and Geread Dooley, and lawyer Akiko Morioka (Corporate); partners Jane Harvey and Richard Bunting, senior associate Maansi Gupta and lawyer Daniel Fawcett (Employment); partners Lisa Simmons and Con Tzerefos, and lawyer Jared Lynch (Funds); partner Rehana Box, and senior associate Philip Hopley (Insurance); partner Tim Brookes, senior consultant Gordon Hughes, and senior associates Emma Butler and Will Holmes (Transitional services and IT); partner Peter Chalk and senior associate Stuart D'Aloisio (Intellectual Property); partners Vivian Chang and Barbara Phair, and counsel Ian Fullerton (Tax).
