Good morning, everybody. We're delighted to welcome you all to this presentation on the transformational merger of Helvetia and Baloise. Today marks a significant milestone, not only for Helvetia and Baloise, but also for the Swiss and European insurance industries as a whole. I'm delighted to be joined by Fabian Rupprecht, current CEO of Helvetia and designated CEO of the new group, and Michiel Müller, current CEO of Baloise and designated Deputy CEO and Head of Integration. They will walk you through the key highlights of this proposed merger of equals. I'm also joined by Matthias Henny, currently CIO of Baloise and designated CFO, as well as Annelis Lüscher Hämmerli and Carsten Stoltz, the current CFOs of both Helvetia and Baloise. The investor relations teams of both companies are also in the room, headed by Markus Holz on the Baloise side.
All participants will be available to answer your questions at the end. First, let's hear from Fabian.
Good morning to everyone. It is with great enthusiasm that we welcome you to this presentation, where we will unveil a transformative chapter in the history of our companies. By joining forces, we deliver substantial value to all our stakeholders in the short term and create a sustainable, successful insurance group in the long term. We appreciate your trust and support as we embark on that exciting journey together. We are committed to transparency and open communication throughout this process. We look forward to sharing our visions and plans with you. Thank you for your time today. We hope you find this session informative and engaging. We will now go to page three. We want to provide you with a thorough understanding of the merger and its strategic merits. I will begin with an overview of the transaction.
Michael and I will then both go into more details on the strategic rationale and financial implications. At the end, I will explain the next steps and wrap up the presentation. We will have plenty of time for Q&As at the end. On page five, let me start by summarizing why we think this merger is a unique value-generating opportunity. First, we significantly improve our market positions, in particular in our joint home market, Switzerland, where we will become the second largest insurance group. Second, the merger allows us to realize significant synergies, thanks to the overlap in our group functions in Asset Management, the Swiss and the German markets. Third, we're convinced that we can execute the integration smoothly, thanks to our similarities, and just because we know each other well. I will now begin with a recap on page six of the two companies.
Helvetia and Baloise, each with over 160 years of experience, bring strong foundations and a wealth of experience to this merger. Helvetia, with a business volume of CHF 11.6 billion, covers Non-Life, Life, and Specialty business. With a market share of 10.5% in Switzerland, Helvetia's geographical presence further extends to Germany, Spain, Italy, Austria, with a global specialty business in France and Liechtenstein, amongst others. Baloise, with a business volume of CHF 8.6 billion, is present across Switzerland, Germany, Belgium, and other key markets. Its business lines span Non-Life, Life, Insurance Banking, and Asset Management, and it has a market share of 9.1% in the Swiss insurance market. Both companies are well-capitalized and focus on the delivery of a stable and increasing dividends to their stakeholders. Let's now look at the highlights of the transformative merger on page seven, which marks the creation of Helvetia Baloise.
Firstly, with a combined business volume of CHF 20 billion, this merger positions the new group as a leading composite insurance group in both Switzerland and Europe. The business is well-diversified, with CHF 8.6 billion in gross premiums in Life and CHF 11.5 billion in Non-Life. In Switzerland, we will become the second largest insurance group, with a market share of 20% across Life and Non-Life business lines. Among the international insurers, we can become the one with the highest relative exposure to Swiss P&C. We consider Swiss P&C business as one of the most attractive markets in Europe, thanks to its stable and high profitability. The merger is expected to realize significant synergies, with approximately CHF 350 million run rate cost synergies before tax and policyholder participation. These synergies come on top of previously announced respective cost efficiency plans. Additional upside from capital and revenue synergies will materialize over time.
The combination is expected to meaningfully enhance cash remittance and dividend capacity by 2029, supported by a strong capital position with an SST ratio of more than 240%. We will go into more detail later in the presentation. Our highly experienced management team is fully committed and is incentivized to deliver a successful integration. This is strongly supported and facilitated by the unique cultural alignment of our two companies. As management, we will focus on a timely integration and make the achievement of the financial targets a top priority. Next, let me give you an overview of the key terms of this merger of equals on page eight. The exchange ratio is based on short-term market reference prices and translates into a relative ownership of close to 50/50. Baloise shareholders will receive 1.0119 new Helvetia shares for each Baloise share.
Helvetia will be renamed to Helvetia Baloise and continue to trade at the SIX Swiss Exchange. The new group's headquarters and registered domicile will be in Basel. The board will start with a composition of 14 members, seven from each company, reflecting a balanced governance in the spirit of this Merger, while leveraging the strengths of both organizations. The Chair will be Thomas von Planta, currently the Chair of Baloise, and the Vice Chair will be Ivo Furrer, current member of Helvetia board. We have adopted the executive team structure, which you'll know from Helvetia, with key functions like CFO, CRO, or CIO represented in the executive board, and the CEOs of the larger business units, like Switzerland, Spain, Belgium, specialty markets, and Germany, are joining the executive board and reporting directly into me. The structure allows us to stay lean and agile with flat hierarchies.
New is the role of the Deputy CEO and Head of Integration, with Michael Müller, who will give more details about his role later in the presentation. In addition to the appointments of Michael and myself, we have selected the new Group Executive Board members in a speedy process. We selected the best suited managers for each of the roles, considering the specific demands of the integration. I won't go through all the names now, but would like to mention the nomination of the new CFO, Matthias Henny, who is here with us today. Creating clarity on future executive responsibilities already today allows for a smooth process in the coming months to deliver on all the key topics. Both companies will distribute the ordinary dividends related to their full year 2024 results, subject to approval by shareholders on the annual general meetings.
As announced by Baloise this morning, Baloise's share buyback program will not be executed, provided that the merger is approved by the shareholders at the extraordinary general meeting. The Board of Directors of both companies will propose that their shareholders approve the merger at the respective extraordinary general meetings, which are expected to be held on the 23rd of May 2025. The transaction is subject to customary regulatory approvals and antitrust conditions, with anticipated closing in the fourth quarter of 2025. Let's shift to the key financial benefits of this transformative merger, which are shown on page nine. The merger between Helvetia and Baloise will result in an excellent financial profile for the combined company, supported by a strong balance sheet and capital position. We anticipate significant cost synergies estimated at a run rate of approximately CHF 350 million before tax and policyholder participation.
That comes on top of existing cost efficiency plans. Our pre-tax run rate cost synergies translate into a cash run rate of approximately CHF 220 million after tax and policyholder participation. Additional upside from capital and revenue synergies will materialize over time. To achieve these synergies, we expect integration costs of CHF 500-600 million. By 2029, we expect an uplift of our dividend capacity of 20% above current combined standalone dividend expectations. Our dividend policy continues to be to pay dividends at least equal to the prior year, with a clear focus on sustainable dividend growth. We expect the first uplift in dividends from synergies net of integration costs by 2028. Now moving on page eight, this merger establishes one of the largest listed continental European insurance groups, with attractive positions in eight European markets and in global specialty business.
The combined company will be the number two player in aggregate across Life and Non-Life volumes, and it will double its market share to approximately 20%. That is a step change to our standalone positions. The gap to the market leader in Life will reduce significantly, and in Non-Life, it will be of similar scale to the top three. This position will allow us, for example, to make larger investments in IT and better enable us to scale our claims network. It will also allow us to better leverage data for pricing and underwriting. This is a big support for our joint technical excellence initiatives, which are a focus point of our strategies announced at the Capital Market Days of last year. Our comprehensive European footprint enhances our competitive position and provides attractive diversification. To show this in detail, let me go to the next slide, number 12.
As you know, both companies already enjoy significant diversification. Helvetia Baloise will retain this diversification benefit. We consider diversification an important element of our strategies to master climate change and volatility. Now let's take a closer look at the charts. For the business volume by geography, the combined entity Helvetia Baloise shows a well-distributed presence across the key markets. Switzerland accounts for 43% of our business volume, followed by Germany at 12%, Belgium at 11%, Spain and specialty markets at 10%. If we go to business volume by business line, our portfolio is strategically balanced with 57% of our business volume in Non-Life insurance and 43% in Life. This balance ensures we can meet the diverse and evolving needs of our clients, providing stability and growth potential across different market segments.
While we value the diversification in our portfolio, we will steer our portfolio in a disciplined manner based on ROE targets and strategic fit. We will only stick to those businesses that fulfill both criteria over the planning horizon. Otherwise, we will take strategic actions. Next, Michael will give you some more details on the expected synergies and the integration plan. Michael, over to you.
Thank you, Fabian. Ladies and gentlemen, coming back to the financial benefits of this merger on page 13, we focus on the cost synergies. As part of the due diligence, we have identified meaningful areas of cost synergies that will enhance our operational efficiency and financial strength. The merger is expected to create approximately CHF 350 million in run rate cost synergies, pre-tax and pre-policyholder sharing.
The synergies will come in addition to the already existing efficiency plans communicated during the Capital Market Days, 2024, of Helvetia and Baloise. Of the CHF 350 million cost synergies, we expect about 80% to be realized by 2028. Roughly two-thirds of the cost synergies will come from FTE costs and one-third from non-FTE costs. On the personnel side, the combined company will run a streamlined organization by removing duplicative roles and consolidating teams, particularly in Switzerland and Germany, and in group function, including Asset Management. On the non-FTE side, we expect synergies in the area of IT, including systems, infrastructure, and project investments, as well as general administrative expenses and efficiency gains. These operational efficiencies will further enhance our ability to deliver value. Additionally, upside from capital and revenue synergies will materialize over time.
To achieve our synergy targets, we anticipate total one-off integration costs of CHF 500 million-CHF 600 million, also pre-tax and before policyholder participation, to be mainly incurred by the end of 2028. These costs are necessary to realize the full potential of the synergies and drive long-term value creation. The real work is ahead of us. We have set ourselves an ambitious schedule for the integration and delivery of synergies. Preparations will begin immediately after shareholders' approval. We will begin implementation after the closing of the transaction, which is expected to occur in Q4 2025. Three years later, at the end of 2028, we want to have the integration largely completed. We are confident that we will succeed because we have very favorable prerequisites. First, our business models and strategies are similar and provide a common basis. Second, we have similar values and similar visions.
This promotes cooperation and mutual understanding. Last but not least, we have a very dedicated and experienced management team. Both sides bring valuable insights from previous integration processes. We will build on this, share best practices, and manage integration effectively. At group level, we will set up an integration committee for this purpose. Together, we will ensure that the integration process is fair and transparent, especially with regard to the area where we have overlap. As we continue to explore the strategic benefits of this merger, and we now move to page 15, let's focus on how we are building on our common financial priorities and leveraging our complementary assets and scale to drive success. Our mergers build on shared strategic pillars, including our Swiss roots, capital efficiency, technical excellence, and efficiency.
These pillars provide a strong foundation for our combined entity to leverage the potential through aligned business models. We are committed to improving margins through technical excellence, further strengthening our market-leading combined ratios as well as steering our portfolios based on clear return on capital targets and strategic criteria. Additionally, our focus on cost and efficiency gains will allow us to realize further benefits through the deduplication of cost structure and common investments. The merger also leverages complementary strengths across various areas. Our combined presence in European markets improved our geographic diversification. We plan to expand Helvetia's specialty markets business throughout our joint footprint. Our combined sales force in Switzerland will further accelerate Baloise's insurance banking offering with focus on the 50-plus customer segment. In addition, we will benefit from economies of scale in Asset Management with combined assets under management of more than CHF 100 billion.
By building on common strategic pillars and leveraging complementary strengths, we are creating a powerful platform for future success and sustainable growth. Moving now to page 16, another commonality of our two firms. We are and will remain extremely committed to our clients, employees, and society in Switzerland and beyond. Known for our respective partnerships and sponsorships, we have built a strong connection to society. This work will continue as a part of our unified corporate culture, ensuring that we remain deeply engaged with the communities we serve. Our commitment to all our stakeholders is further reinforced by Patria Genossenschaft, a strong and long-term oriented anchor shareholder dedicated to supporting ife insurance policyholders in Switzerland. Its idea, Helvetia Foundation, supports persons and institutions with specific projects in the field of people, youth, nature, and the environment.
We remain committed to our sustainability objectives in our long-term strategy and will come back to this topic later down the path. This is also a great transaction for our clients. The combination of Helvetia and Baloise will significantly enhance our clients' experience over time. Driven by closer service, proximity through an enlarged distribution network, the combined expertise of two deep-rooted insurers, and access to a broader product range with greater capabilities. We are well positioned to deliver exceptional value to our clients. Let's recap the key financial benefits of the transaction on page 17. The significant run rate cost synergies of around CHF 350 million before tax and policyholder participation on top of existing cost efficiency plans correspond to a run rate of approximately CHF 220 million cash uplift net of taxes and post policyholder participation.
We expect to realize about 80% of the synergies by 2028, resulting in a dividend capacity uplift of approximately 20% by the financial year 2029. We expect the first uplift in dividends from synergy net of integration cost above current combined expectation already in 2028. This enhanced dividend capacity underscores our commitment to deliver value to our shareholder and aligns with our strategic goals. As we move to page 18, we reflect on our 2024 investor days. Let's remind ourselves of the key targets and strategic priorities set by Helvetia and Baloise for the period 2025 to 2027. Both companies have set ambitious financial targets and are committed to being close to customers and distribution partners. Technical excellence and efficiency are key priorities with a focus on enhancing technical capabilities and unlocking efficiency gains.
We have and we will maintain strong credit ratings, which is a high priority also for the new group. These commitments from the individual Capital Market Days 2024 underscore our commitment to sustainable value creation and attractive returns on capital. The merger will unlock additional value and allow us to strive for even higher ambitions across IFRS and cash metrics. We will be working relentlessly as we did individually in the past to deliver on our promises. Moving forward, please refer to page 19. As we look to the future, Helvetia Baloise is committed to continue the track record of delivering attractive cash returns to our shareholders. Over the past decade, both Helvetia and Baloise have consistently delivered progressive dividend distribution, achieving a combined compound annual growth rate of over 6%.
Building on this strong foundation, we maintain our policy to pay dividends at least equal to prior year with a clear commitment to deliver sustainable dividend growth. This commitment reflects our confidence in the financial health and growth perspective of the combined entity. We expect the first dividend uplift from synergies realization net of integration cost to be seen by 2028. We then see a 20% uplift in dividend capacity by the financial year 2029. For the following pages, I hand over back to Fabian.
Thanks, Michael. As we look ahead, let's outline the key next steps in this merger process as presented on page 21. The transaction is expected to close in fourth quarter 2025, subject to customary regulatory approvals and the approval of the two extraordinary general meetings expected to be held on 23rd of May.
The process begins with the public announcement of the merger, meaning today, April 22nd. This announcement will initiate a 30-day shareholder review period, allowing stakeholders to review the details of the transaction. This Friday, 25th of April, coincidentally the same date for both companies, we will hold the ordinary annual general meeting of Helvetia and Baloise. This will be followed by the extraordinary general meetings where shareholders of both Helvetia and Baloise will vote on authorizing the merger and other related matters. The transaction is contingent on obtaining the necessary regulatory approvals. Once these are secured, new Helvetia shares will be issued to shareholders of Baloise, and a listing prospectus will be made available at closing. The last trading day of Baloise shares will be announced closer to the closing date. After closing, we will be ready to switch into integration implementation immediately.
We plan our first joint Capital Market Day in first quarter 2026 to share our detailed plans and guidance going forward with you. IFRS and cash remittance will remain important KPIs. Any targets will be based on well-defined strategic initiatives and transparent integration milestones. This will allow you to track our progress. Between now and Q1 2026, we will share with you any updates we have at due time. As we conclude this presentation on page 22, let me recap on the three main highlights and takeaways. First, this deal is truly transformative. It's a step change in scale and relevance for both our companies, moving up to become the second largest Swiss insurance group with a market share of around 20%.
We're creating a unique and very attractive Swiss investment proposal with a large exposure to the highly attractive Swiss P&C markets and a highly relevant insurer across attractive European markets, thanks to our complementary footprint in continental Europe. Second, this deal creates real value to our stakeholders. The merger delivers significant synergies, which will increase our dividend capacity by 20% in the financial year 2029. The deal is not only good for our shareholders, it will also benefit all our stakeholders as we leverage the best of both worlds. Management, I guarantee that, is highly focused on the integration to execute swiftly. Last but not least, this deal makes sense. We are highly compatible, similar, and speak the same language. This significantly facilitates a successful integration and transaction, significantly reducing overall execution risk.
We're fully aligned on the combined vision and path forward and are truly excited to start this new chapter of our company's future together. We hope we were able to transpose our excitement to you today. I will now open up the floor for questions and pass it back to the operator. Please briefly introduce yourself in the beginning and kindly stick, as always, to two questions each.
We will now begin the question and answer session. Anyone who wishes to ask a question may press star and one on the touchstone telephone. You will hear a tone to confirm that you have entered the queue. If you wish to remove yourself from the question queue, you may press star and two. Questioners on the phone are requested to use only handsets. Anyone who has a question may press star and one at this time.
The first question comes from Michel Huttner from Berenberg. Please go ahead.
Fantastic. Thank you. And congratulations on a lovely surprise. Two questions. Can you talk about the timing of the synergies? It feels, do not want to be critical, I sound critical, that it is a little bit back and loaded, 80% in 2028, which I think is about year three. But any kind of feeling, any precision would be fantastic. And then on the you talked about the discipline for the various units. They must perform according to targets and stuff. I wonder if you can elaborate a little bit on that. I noticed, for example, that you highlighted insurance banking, which kind of presupposes that you will keep the bank rather than kind of review its performance in due course. Thank you.
Thank you very much, Michael. So the two questions there.
The first one on the timing of synergies and are they too back and loaded, which Michael will answer. The second one on just elaborating on our discipline, which Fabian will take. Maybe Michael first on the synergies.
Yeah. We elaborated on this CHF 350 million. Michael, I think it's over the time that we will realize with the 80%. We say that we will have the 80% till end of 2028, which means the synergies are coming over time. It's not that everything is coming at the end of this 2028 part. We also have the question of restructuring cost with the CHF 500-600 million. Also there, we expect that the bigger part there is perhaps more front-loaded. That seems to be overall the part. The synergies are coming over time, and it's not a question of being back and loaded.
Thank you.
Yeah. In the against to Michael, those integration costs, we announced that we will not change our dividend policy. Basically, you get the upside without having the downside on that one. Keep that please in mind. Concerning the bank, I think it's clear that we see a lot of synergies in that case, but we don't want to just communicate to you that this case is only about synergies. I think these companies can make many things together and become better. For that, we will look into all assets. Now, independently from that, we will look regularly in our activities and check whether we can earn sufficient ROEs and whether there's a strategic fit. You know that from me. I've always done that, and we will continue to do that in the same way.
Let's not forget that there are so many things we can use each other.
Brilliant. Thank you.
Perhaps to add on this one about the question on the back, which is also clear. We have also in the slides our commitments coming also from the Capital Market Days. It was clear, also crystal clear on the Capital Market Day of Baloise, that the efficiency of the bank has to improve. There was this clear statement also to come to a cost-income ratio, which is 55% or below. It's also clear that this efficiency part is ongoing. It's not something we stop now. It's ongoing.
Very clear. Thank you.
The next question comes from Amelie Zdravkovic from Deutsche Bank. Please go ahead.
Yes. Hello. Good morning. It's Amelie from Deutsche Bank. Thank you so much for taking my questions. I have two.
First, I mean, you speak about the sort of potential revenue and capital synergies. I was just wondering if you could elaborate a bit on this, both from sort of a capital perspective but also from revenues. Second, I mean, I was just wondering, and maybe this is a bit what Michael already asked, whether the combined entity and its sort of new relative market share changes your view on sort of any regions you're already present in from a strategic perspective. Does it change your view on sort of disposals and acquisitions in the regions that you're present in already? Thank you.
Cool. Thank you very much. The first one on revenue and capital synergies, which Matthias will take. The second one, does it change our view of any of the regions where we're currently present? That clearly is for Fabian.
Matthias, do you want to go first on the?
Yes. Thank you. Welcome also from my side. Looking at the capital synergies, I mean, we have two well-capitalized companies merging with one company, an SST ratio of 290%, the other one above 200%. We expect that the combined SST ratio will be slightly above 240%. That assumes no capital synergies. It is just purely adding up target capital and available capital. We expect to realize capital optimizations over time and beyond the 240%, but it is now too early to tell. I mean, we will refer to the Capital Markets Day in Q1 2026.
Perfect. Fabian?
Yeah. The second question on the regional presence. Look, I think we should take advantage of the fact that we are now bigger and that we can realize synergies.
When we realize synergies, that will improve returns and that will improve return on equity. Of course, we will use that. Why not? This is part of the deal, and that makes sense. I think in quite a few cases, it will ensure that we are far beyond the hurdle rates which we give ourselves. As I said before, if we see that this is not enough or that is not happening, we're always going back to our discipline, which we described before. Let's be clear now, we have the chances to use those synergies in the different instances, and we will do so.
Thank you very much.
The next question comes from Farouk Hanif from JP Morgan. Please go ahead.
Hi everybody. It's Farouk from JP Morgan. Thanks very much. My first question is on buybacks.
Helvetia, of course, has not done buybacks, partly because of its shareholder structure as well as other factors. Going forward in the combined group, will this potentially also be the case when you combine the two groups? Secondly, even before capital synergies, you're going to be an extremely well-capitalized group. Can you give us a flavor of some of the capital management priorities that you'll have? I mean, obviously, beyond buybacks, in terms of, I guess, if you feel like you have too much capital, what do you think will be the best use of that capital over time? Lastly, in your Swiss group life business, together with your larger peer, it's going to be a very consolidated market now. What advantages do you think this gives both you and the other player in terms of profitability and product development going forward? Thank you.
Thanks a lot, Farooq. Let's start with the first one on share buybacks. Helvetia hasn't done in the past. What can we say about that going forward in the future?
You captured it absolutely correctly. As Helvetia, we have not done capital buybacks, and that was not part of our strategy. Our strategy was very much focused on increasing our dividend sustainably. We will always review our policy in light of the Capital Market Day, which we have in Q1 2026. For the time being, I'm very much a fan of that policy which we had up to now on share buybacks. Of course, two companies and two policies have to come together, and it's too early to tell around that. I think on the capital management priorities, I will start, and then potentially, if Annelis, you want to complement, happy to do so.
For me, it's important that you consider that we have given ourselves return on equity targets in the last strategy on both sides. The return on equity targets implies that we have to be efficient with our capital. If we see that we have surplus capital, which does not fulfill any surplus, of course, we will act because otherwise we would get diluted. Keep that always in mind. Annelis, do you want to complement on that one?
Yes. Just to mention, both companies have very similar dividend strategies or dividend policies, meaning that we are steadily increasing the dividend and only in very bad years keep the dividend stable. Dividend regarding capital management priorities is still priority number one.
For Helvetia's side, we have communicated at the Capital Markets Day that organic growth is priority number two because we see the most values for our shareholders there. As Fabian has said, the exact formulation of the new capital management priorities and strategy will be communicated at the Capital Markets Day in Q1 2026.
Great. Thank you very much. The third one was on group life business and the increasingly consolidated market, Michael?
Yeah. Thank you. Absolutely right. It is a consolidated market. We are quite a big one in this market together, really big one, second biggest in the market. There are, first of all, also economies of scale in that business, which means that is helpful also for future to be together there. We also have there, let's say, some basis.
We use since many years the same IT software in the group life business, which was invented years and years ago from Baloise and Helvetia together. There is already some kind of a history in. The second part, but it's very early stage. We are now just coming from the announcement. I think it's also a question how to go with other solutions because there are also some semi-autonomous solutions in the Swiss markets. Both partners now here, Helvetia and Baloise, are in this market. At the end, also a question of economies of scale in future. Also to have all the solutions also for our clients, which is the best one, and to combine it, I think there's a lot also room for growth and also in future.
The next question comes from Iain Pearce, BNP Paribas Exane. Please go ahead.
Hi. Morning.
Iain Pearce from Exane BNP Paribas. Thanks for taking my questions. The first one was just on revenue synergies. Obviously, you have not given us any sort of details or numbers, but I was just wondering if you could outline some areas where you see potential overlap or some areas where you see potential to deliver revenue synergies. That would be very useful for our understanding. Then just on the cost synergy target, if you could give us any details in terms of the percentage of the addressable cost base that you see the CHF 350 million as being, that would be very useful as well. Thank you.
Okay. Thanks a lot, Iain. The first one on revenue synergies or potential overlap, give to Fabian.
Thank you. I can give you a few examples.
You might remember from Helvetia's Capital Market Day that we spoke about the global specialist strategy, where we said that we want to increase our global specialist business. One way to increase it is that we use our presence in markets where we already have a presence with brokers and leverage that to push our specialty business. When you now think that we have a much bigger presence in Germany, that we have a new presence in Belgium and Luxembourg, these are examples of where we can leverage that specialty business. We are talking about several hundred million of business that will, of course, come over time. When you take then on the other side, the bank, there are ways to use the same product portfolio for now a larger customer base.
If you take MoneyPark from Helvetia, you can extend that offer just to the double amount of customers. Just to give you a few of the examples that show that there are revenue synergies, please understand that they are, of course, not factored in. Typically, revenue synergies need longer time to materialize in terms of bottom line. We all know that. I think that for the value consideration of this company, it is a very important point that it is something that you always should consider when you reflect and assess the future Helvetia Baloise.
Great. Thank you very much. The second one is on the % of the addressable cost base. What do our numbers represent of the % of addressable cost base? Annelis, we'll take that.
Yes. Thank you, Peter.
Just to give you a bit of flavor how we approached that topic together with our Baloise colleagues. Basically, we focused on the areas where we have the most synergies. That is in the whole of Switzerland. That means in the group functions in Switzerland and market unit Switzerland of both companies as well as in Germany. Through this addressable cost base of these three areas, we then, in a thorough analysis, determined the synergies which we can achieve in these three years or this 80% in the three years. We did not and do not plan to disclose a percentage of addressable cost, but you can imagine there are also not many really comparable mergers out there in the insurance space, in the merger space, and not acquisitions. It is quite hard to really compare that.
Be assured that at the capital market stage, of course, we will also give more background and more details regarding the planned execution of the realizations of the synergies. Yeah. Maybe to add, compared, of course, we made comparisons to various existing transactions and successful transactions, and compared with these numbers, it really looks ambitious what we want to achieve, but it looks like we did a good analysis and thorough and doable to be achieved in the next years.
Perfect.
The next question comes from Farco R. Mouray from Autonomous. Please go ahead.
Afternoon, all. Two questions from me. Firstly, just coming back a little bit to the addressable cost base discussion there.
I just wondered if you could give us a rough sense of how much of the total combined cost base sits within the addressable component as opposed to the non-addressable component, just in terms of rough split of the combined. I just wondered if there would be any particular segments where concentration might be more of an issue, particularly by region or perhaps product. Thanks.
Cool. Thanks a lot. The first one on follow-up on the addressable cost base, what percent of the total do we consider addressable? The second one on antitrust segments. Let's start on that second one with Fabian.
Yeah.
Of course, this is up to the judgment of the competition authorities, but you can imagine that we did our exercise before we announced that deal. We are very confident that in no place we get to the limit. I think it is important to understand that, in particular, in the group life business, where we will be very strong, there are many foundations in the Swiss market which you have to include into that. Then the figure looks very differently. We looked into single business lines. While we are good and strong, we do not see any issue around that. Of course, it is not our call. It is a call of the competition authority. I want to give you the confidence that we looked into that in detail before we started to announce the deal.
Great. Thank you.
On the addressable cost base, I do not know if we can add anything to what we have said already, Annelis, or?
Yeah. As I said, we do not plan in this moment to disclose this number, but be assured that we see the most synergies also in the high labor cost market of Switzerland. There we have both large organizations, one on the market unit of Switzerland in both companies as well as the group function. We really believe that we are very much in line with successful preceding transactions.
Maybe further away, we think that maybe 60% of the cost base is then addressable within the addressable component of the total combined.
Sorry, Farco, it is difficult to make that out. Could you repeat that?
Would it then be fair to make the thing that a bit over half of only 60% of the total combined cost base is within the addressable component?
It does not sound completely odd to me what you just said. It goes in the right direction, but please understand that exact figures we are not ready to give. No, that is totally fine.
Great. Thanks very much.
The next question comes from Nazib Ahmed from UBS. Please go ahead.
Thanks for taking my questions. Maybe if I try and ask the same question a little bit differently, are you able to kind of give us some sense of what the FTE reduction is on the combined group in the group function, Switzerland and Germany? Second question, I have only got two. The CHF 500 million-CHF 600 million pre-tax, pre-policy holder implementation cost, what is the post-tax, post-policy holder number?
Can you give us some phasing on how it runs until 2028? Thank you.
Thanks, Nasib. The first one on FTE reductions and the second one on what is the post-tax impact and phasing. Can I start with you, Fabian?
Yes. You please start. Please understand it's early in the process. We just signed the merger agreement this weekend. You can imagine that we're still very, very careful with numbers around FTE reductions. I think what's most important for you is to understand what is the overall synergy level. You have the share of FTE reductions, which is two-thirds. You can take the CHF 350 million, you can take two-thirds. Then you know it, and you can take, I think, the information from Annelis that a lot of that will rather be in high wage markets than in lower wage markets.
I think that is, I think, enough guidance for you at that point of time. Yeah. I think that's, I think, the best answer I can give you. On the post-tax impact and phasing, first of all, the post-tax impact, you have our cash run rate, which we calculated at CHF 220 million. That one, I think, is a good proxy for the cash run rate. Please understand that in IFRS, it will look slightly different because you have, of course, through the accounting, a different approach here. That would probably be the best way to translate that into post-tax and post-policy holder impact. As we said, there is a 20% uplift in 2029. We said as well that in 2028, we already expect a very positive result out of the net of integration cost and the synergy impact.
That will be in 2028. We're not yet able to quantify that exactly. I think you have the 2029 figure, and you can get. For the first two years, 2026 and 2027, of course, we will realize synergies. We will realize synergies very quickly. At the same time, we will have, of course, investments to do because we want to shape our IT landscape to be ready for the future and to reduce our run costs. We want to do it properly. It's clear that in 2026 and 2027, there will be a lot of integration costs to be absorbed. Keep in mind that we did not change our guidelines on dividends. That's, I think, very important news. I just would like to repeat that.
Perfect. Thanks, Fabian. Can I just confirm what you're saying on the integration cost?
If I try to get a cash number, you're the same ratio of 220 to 350? Just apply to the 500-600, and that kind of gets me to the right number, right? What I'm trying to get to is the integration. Sorry.
Yeah, yeah, yeah. I would say it's not, yeah. I speak under the control of our CFOs here, but I would say it's hard to give a precise guidance, but overall, to take that ratio, it's not that wrong.
Yeah.
There might be specific effects. That's why we're careful. It's not yet calculated to the last penny here, but you should have similar effects.
Perfect. Thank you very much, and good luck.
The next question is a follow-up from Michael Huttner from Berenberg. Please go ahead.
It was just detailed stuff. Sorry.
The first one is on your hurdle rates for making decisions on return on capital employed. I just wondered if you can remind us what they are. The second is on the dividend. Calculating, you've got this lovely chart on slide 19. If I add 5%, that would give me a kind of 2025 dividend total. I divide by the new number of shares, which is, I guess, just over 100 million. I get roughly CHF 7.5 per share as a dividend, as a pro forma dividend. That means that the Helvetia dividend will rise quite nicely, 12%, and the Baloise dividend would drop. I mean, obviously, it's not Baloise share anymore, but still by about 8%. I just wondered if my math is roughly right. Thank you.
Thank you very much, Michael.
The first one was on hurdle rates and what we've said on those in the past, Fabian.
I'm happy to take the first one. On the hurdle rates, we do not, and we did not as well on our last Capital Market Days, I think neither Baloise nor Helvetia. We did say something about the concrete hurdle rates, but we always give you, of course, they differ market per market, as you can imagine. You should overall always assume that those hurdle rates are in line with our return on equity targets, which we give for the group. That gives you an idea of in which direction that is going. I will now hand over to Annelis for the second question of you on the dividends.
I think when you do this calculation, keep in mind that for each Baloise share, you receive 1.0119 Helvetia shares. That's something to consider. And approximately 20% uplift is measured against the combined extrapolated dividend consensus, so the sum of both plans and commitments of Baloise and Helvetia. I would propose that you come back with your calculation to IR, so to Peter Eliot, just to make sure that the thinking makes sense, if that's okay, Michael.
Of course. Super. Thank you so much.
The next question comes from Anshantar Wiesel from Octavian. Please go ahead.
Yes. Hello, everyone. Thank you for taking my questions. On Helvetia, I had mentioned at the capital market, they were planning to integrate Helvetia and Caser in Spain. This is an area where Baloise is not involved.
Is there any impact from the merger on this planned integration of Helvetia and Caser in Spain? On the IT or cost-saving, Helvetia was also mentioning that they would consider near-shoring to reach cost targets. Is it also something that will be implemented through the whole entity and affecting then the Baloise, I guess? The last one is at the next Baloise AGM. It is planned that Savion is joining the Board of Directors of Baloise. You mentioned for the next entity, there will be seven members of each board of director. Can we expect that from the seven members of Baloise, also Savion will join the board of the new entity?
Thank you very much, Anshantar. The first two, they're probably for Fabian. First of all, the integration in Spain, what's the impact on that? Secondly, the scope of near-shoring. Fabian?
Yeah.
Happy to take the first one. There is zero impact on the integration in Spain of Caser and Helvetia. Actually, I can tell you we are advancing very well in that integration effort in Spain. We have now gotten the approval of our minority shareholders to move ahead. We are very much in plan, slightly even ahead of plan. It shows that we want to continue our disciplined implementation approach as we have shown in the past. On the near-shoring, yeah, that's right. Actually, Baloise has as well, to my knowledge, quite some near-shoring. You can be sure that this will be something we will continue to do. Of course, now we can get different scales on doing that. It's even better. It just reminds me to clarify.
We have those efficiency initiatives on both companies which are currently happening and where we are advancing. I know that Baloise is advancing well, and I can tell you that for Helvetia, we have now defined all the measures in detail and have started implementation of most of that. That is why we're confident that we can do that merger in terms of its impact on top of it. That is, of course, good news because overall, I must say that is now quite ambitious that we do those both cost-efficiency programs and we do the integration. We are aware of that ambitious target, but we want to deliver that value, and we're committed to that. Now I hand over to Michael because, of course, Baloise questioned that for him.
Thank you, Fabian.
It was the question about the AGM and EGMs, about also the question of the board seat of Savion. First of all, I think the AGMs are close to us. There will be this Friday, the two AGMs. There it is the first thing, which you already communicated there also. That is also independent of the merger. There will be the normal points on the agenda, which are on the agenda of the AGM, also this election of boards of the normal board, and has nothing to do with the transaction that we are communicating today. There will be the EGM that will be on 23rd of May, both EGMs, and there also the board composition will be a topic. You have already seen that 13 positions are already in the document, so that you can see who is there on. One is open.
We will announce the detailed composition, with all the board joined of Baloise, Helvetia, Baloise at the appropriate time. Also, obviously, ahead of the EGM and shareholders' vote on the merger, this information will come soon.
Thank you.
The next question comes from Will Hardc astle from UBS. Please go ahead.
Well, thanks for letting me take the question. It's just a big picture one, really. It's trying to think and understand as to why now and not in the past, and if that's linked with scale, and if that's more important today than it has been. If so, is that Life or Non-Life related or capital management related? Thank you.
Thanks a lot, Will. Why now, and is it linked to scale, and if so, in any particular area, Fabian?
Of course, a good question.
It's hard to answer because, of course, we cannot answer for all the time before. I must say it's rare in my career that I've seen such a value-creating opportunity as this one. I think the nut to crack was to do it as a merger of equals because we see that as the most value-creating form on realizing the synergies and the joint path forward. Here, that's really privileged that we had now the chance to get the teams together and to find a solution for a joint merger of equals, which we're doing, and I think where we show the spirit ongoingly throughout this day. I think that was a hard nut to crack, and that is why we are there today, and perhaps why it was much more difficult to do that in the past. True, Michael, you want to add anything?
I think it's always difficult to look at the past, but overall, what we see, we are both at this Capital Market Days last year. I think that's some kind of a common basis. That's also why we put it also on the slides today. If you're looking at this, yeah, perhaps we also see that there have been some common ground to build on, and that's important to have success for future, to have a common ground, and also have parts where we have to scale or to build on strength to have future growth. I think if you're looking at that and the individual parts, it's quite a good ground.
We now have a follow-up question from Michael Huttner Berenberg. Please go ahead.
It was mainly one, actually. It was a plea, a please, plea. Could we come back to quarterly reporting, please?
You might say, "Well, hang on, we're so busy." It is quite nice to have numbers where we can discuss with investors instead of having to guess what is coming up in the next six months. The other question was really on Germany because the impression I had was that a half-decision had been made by Helvetia to sell Germany. I am presuming because I did not follow your capital markets there, and it is in the slides. Now clearly, you are now going to intensify the cooperation in Germany. I just wondered if there has been a change there. The last one, in terms of market share, what is your market share now in Motor and Switzerland as a combined group? I imagine you will have massive pricing power now.
Thanks a lot, Michael. We will take the first point on board.
I have to admit, I thought most were moving away from quarterly reporting, but we're always keen to hear what people want, so we can always discuss that further on. Second one, what can we say about Germany, clearly for Fabian?
Yeah, I'm happy to answer Germany. Look, we have two business units in Germany. For me, it's an obvious potential to create value by bringing those companies together. For me, I think from a shareholder point of view, that's the logical step of what I'm expected to, that I deliver that value by bringing those companies together. I know that there were rumors in the past, but please, let's now focus on creating that value with those two companies. Overall, we will get a significant higher position, and that's what we focus on.
I think that's the best answer to give on your question at this point. I think that on the market share in Motor business, indeed, I don't have right now the joint market share. That is something perhaps we can calculate, and IR can come to you back better on. I'm thrilled by the idea that we're now number two Motor in Switzerland. That gives us indeed a lot of data. As we said, a lot of possibilities around claims networks, which become more and more important in this world. I think that this will be a big advantage, which of course is not quantified at that moment because that comes beyond the synergies which we have shown to you.
Very clear. Thank you.
We have a follow-up question from Farquhar Murray from Autonomous. Please go ahead.
Thanks again. Two more from me.
Firstly, just on the strategic commitments as a management bank, my presumption is the merger is expected to strengthen the positions of those within the group. I just wondered if you could give the reasoning for that specifically, how and in what ways you expect the combination to strengthen those businesses. Secondly, both Baloise and Helvetia have long had very strong capital positions. The issue has obviously been translating that into cash upstreams. I just wondered if you see any opportunities for the merger to facilitate cash release beyond just cost-synergy realization. Thanks.
Sorry, apologies. I was muted. Thanks, Farquhar. The first one was on Asset Management and banking and how does the new perimeter strengthen that. The second one was the opportunities for cash release going forward. Should we start with the second one with Matthias? Sorry.
I would
start with the cash release.
I would start with the Asset Management part. I mean, Asset Management, as you all know, is economies of scale business. With combining the two Asset Management organizations, we will achieve Assets Under Management beyond CHF 100 billion, which obviously generates necessary economies of scale and also helps to attract skills for this business. It helps also to further accelerate in the third-party business, especially in real estate, in multi-assets. It helps to further grow with the bank in the wealth management business as we can use the joint sales force of both organizations in Switzerland. Regarding the cash remittance, I mean, we see potential for capital optimization over time. As I indicated at the beginning, the 240% is just the simple sum of the relevant numbers. It is too early to tell what the capital strategy will look like.
We'll give more to this topic at the capital markets day in Q1 once the closing has been done.
Thanks very much.
Ladies and gentlemen, that was the last question. Mr. Fabian Rupprecht, back to you for any closing remarks.
First of all, thank you to all of you for joining that call, which was for you, probably most of you, quite spontaneous today directly after the Easter break. Thank you for the good discussion. As you see today, we consider that as a very important step for these two companies to go ahead. I can rarely think of any better value-creating opportunity than this one. I'm very enthusiastic about it.
You should hear from us as well that as a management, we're aware that integration means a lot of effort from our side, and we are determined to do that as quickly as possible and as good as possible to achieve the targets which we have shown you today. I'm very confident that with that team, we can do that. I am happy we have determined the Group Executive Board with whom we will master that challenge. I want to share with you that over the next weeks, we're very keen on discussing with each of you all your questions and to guide you as much as it is possible for us and for the investors to take their decisions. We want to do that as openly and transparent as we can.
Thanks again for attending, and I look forward to meeting and speaking then with many of you together with the team here around the table in the near future.