Good afternoon, everyone. My name is Dennis Westfall, and I'm Vice President of Investor Relations here at Definity. Thank you for joining the call today to discuss our acquisition of Travelers Canada. A link to our live webcast and published information for this call is posted on our website at definity.com under the Investors tab. For purposes of inclusion and completeness, please refer to slides two and three for cautionary language regarding the use of forward-looking statements, which form part of this afternoon's remarks, and slide 14 for a note on the use of non-IFRS financial measures and important notes on adjustments, terms, and definitions used in this presentation. Joining me on the call today are Rowan Saunders, our President and CEO, and Philip Mather, our EVP and CFO. Given the ongoing securities offering that was just announced, there will be no live Q&A period today.
We'll first provide prepared remarks, and we'll then cover some of the questions that we believe will be top of mind for investors. With that, I'll turn it over to Rowan to begin his remarks.
Thanks, Dennis. 3.5 years after our demutualization and landmark IPO, I'm delighted to announce that Definity has entered into a definitive agreement with Travelers to acquire the majority of Travelers Canada's personal insurance, commercial insurance, and specialty operations for cash consideration of CAD 3.3 billion. The addition of Travelers CAD 1 .6 billion of gross written premiums significantly accelerates our growth profile and delivers on our strategic goal of becoming a top five player in Canada. The primary intention behind demutualizing and becoming a public company was to have the access to capital that would allow us to participate meaningfully in a consolidating industry. Now, the years of planning and preparation are coming to fruition as we make this announcement.
I'm delighted that we are starting this new chapter with Travelers Canada, a highly complementary business to our own that is a strong strategic fit with a culture very aligned to our own values here at Definity and strong relationships with customers, brokers, and communities throughout Canada. This acquisition will further diversify our portfolios, expand commercialized products and capabilities, increase our presence in specialty lines, and provide additional growth opportunities in personal lines. After closing, we expect to generate shareholder value through scale benefits and cost synergies, leading to an enhanced return profile for the combined business. This acquisition enables us to optimize our capital structure via strategic deployment of excess capital and utilization of our significant leverage capacity. You can see on slide five that this acquisition is a rare and transformative opportunity that checks off all the important boxes.
We believe this is a concrete demonstration of our commitment to build a Canadian champion in the still fragmented P&C insurance industry. The addition of Travelers Canada's CAD 1.6 billion in gross written premiums brings our pro forma gross written premiums to CAD 6 billion, representing an increase of roughly one-third, improving our overall P&C industry position from number six to number four. Importantly, it strengthens our position in the broker channel and allows us to build on our existing deep broker relationships. We'll also be able to enhance our client and broker offering across the combined platform through our technology and data capabilities, expanded product suite, and addition of specialized talent. This acquisition is a financially compelling opportunity that we expect will be immediately accretive to operating EPS, with double-digit run rate accretion expected within three years of closing.
We estimate that the internal rate of return will be in excess of 20%, and we see significant value creation opportunities through scale benefits and platform efficiencies, with estimated pre-tax run rate synergies of CAD 100 million before considering lost cost improvements. Further, we can now optimize our previously unlevered balance sheet through the strategic deployment of excess capital and utilization of financial leverage capacity, which we expect will enhance our run rate operating ROE by over 200 basis points and enable us to sustainably target mid-teens post-integration. Turning to slide six, Travelers Canada is a well-established business with personal lines, commercial, and specialty lines portfolios, which are highly attractive and complementary to Definity. The Canadian business ranks 12th in Canada with approximately CAD 1.8 billion in premiums.
The acquired premiums of CAD 1.6 billion exclude approximately CAD 200 million of premium largely comprised of its global surety and cross-border business that Travelers will retain. This acquisition will strengthen our current distribution and expand our reach across Canada, ensuring we have superior breadth of product offerings for broker partners and customers while adding hard-to-source skills in specialty lines, underwriting, and claims to our team. As you can see on slide seven, our pro forma commercial business will increase by over 40% and move our overall industry ranking from seventh to fourth in Canada. We are well-positioned to integrate and grow the business given our strong alignment on core products, geographical spread, and broker distribution network. We are acquiring some notable niche in-house capabilities, which will include management liability, ocean marine, and a more comprehensive specialty offering.
Our enhanced commercialized product suite and technical capabilities, combined with our existing deep and long-standing broker relationships, are expected to drive traction with our broker partners and help grow the business over time. In personal insurance, on slide eight, the volume added with this acquisition will accelerate the realization of scale benefits from our leading digital platform, Vine. Our personal insurance portfolio will increase by over 30%, moving our industry position from seventh to fifth and strengthen our leadership position in broker-distributed personal lines. Optimizing Travelers Canada's portfolio with our modern systems capabilities will allow for enhanced underwriting and pricing segmentation, as well as significant cost efficiencies. This reinforces our long-term outlook for delivering on underwriting targets across the cycles. Additionally, the transaction provides expanded offerings and a consistent service proposition, driving enhanced traction for brokers for broader growth.
I'll now hand it over to Phil to provide more details on integration, synergies, and funding.
Thanks, Rowan. I'll begin on slide nine. We have strong conviction in our integration capabilities. As we outlined at our investor day back in September, we've made significant investments in our technology platforms and leadership talent that we expect to enable effective deal execution and synergy capture. Our underwriting and pricing capabilities are an important driver not only of our organic growth and profitability, but also when integrating acquired businesses. The strong corporate culture we've worked hard to build and sustain supports our attraction, retention, and development of key talent. Our leadership team has considerable experience in the P&C insurance industry with extensive M&A experience from prior roles, and we've been able to demonstrate the ability to turn around businesses and manage complex challenges through our own transformation during demutualization.
Our ability to mitigate dislocation of business post-close is a key element of success, and we believe our investments in building strong broker relationships as well as our operating platforms will be effective. The superior broker experience and ease of business provided by the Vine platform will help us integrate, maintain, and grow acquired premium and customer base as we believe this remains an important differentiator in the marketplace. The transaction is expected to be highly synergistic through the optimization of the proforma cost base, and we are targeting CAD 100 million of run rate expense efficiencies. We expect that these synergies will come from the realization of economies of scale and the consolidation of IT systems and technology platforms, optimized structuring of management and corporate support functions, and a reduction in administrative and duplicative costs, including the elimination of redundant group costs.
Additionally, we anticipate further upside from platform-based synergies in the medium term and an opportunity to increase investment income long-term under our management and investment approach. We expect one-time integration costs of approximately 1.5-1.7 times of the ultimate run rate synergies, which will be incurred over the integration period. Turning to slide ten, we view the acquisition of Travelers Canada as not only strategically important but also financially compelling. We expect it to enhance our ability to deliver shareholder value over time. As mentioned earlier, we believe this acquisition will be highly accretive on several metrics. I just outlined the significant opportunity we have to achieve CAD 100 million in expense synergies. Further, we expect operating ROE will be enhanced by at least 200 basis points post-integration, and combined with our ongoing organic initiatives, will enable us to sustainably target a mid-teens level post-integration.
Operating EPS will see immediate accretion and be expected to increase by double digits by the end of 2028. Finally, we estimate the transaction to generate an IRR in excess of 20%, comfortably above our mid-teens internal hurdle. Now let's discuss the transaction details on slide 11. The purchase base of CAD 3.3 billion represents a multiple of approximately 1.4x the 2024 unadjusted year-end book value of the acquired business. Note that there is a locked box concept on this acquisition where the financial performance after December 31 of 2024 will accrue to Definity. Although the purchase price will be settled in U.S. dollars, we have removed currency risk from the acquisition by entering into deal contingent foreign exchange hedge agreements that provide certainty with respect to currency obligations on closing.
From a financing perspective, we will use a combination of excess capital of approximately CAD 1.5 billion, the expected combination of bank and bond financing of approximately CAD 1.6 billion, and equity financing via a private placement board deal of CAD 350 million. Our cornerstone investor, HOOP, has committed to take up a pro-rata share of the private placement. Of note, the CAD 1.5 billion of excess capital includes approximately CAD 1 billion held by Travelers Canada. This will be financed through an excess capital term loan and is expected to be repaid within six months post-transaction close. The remaining amount is composed of approximately CAD 500 million of Definity's current excess capital position. Our debt-to-capital ratio at close, excluding the short-term excess capital term loan, is expected to be slightly below 30%, and we expect to manage this back to our target 25% level within 24 months of closing.
We expect to sustain our existing credit ratings in support of our business strategy and future capital deployment opportunities and maintain a strong regulatory capital ratio above our 190% operating target. This transaction is subject to customary regulatory approvals, including from the Federal Ministry of Finance and clearance under the Canadian Competition Act. We expect closing to occur in the first quarter of 2026. I'll now turn the call back over to Rowan for some concluding remarks, beginning on slide 12.
Thanks, Phil. I believe we've touched on the highlights and key points of this exciting opportunity for Definity. We've discussed our desire to become a larger player in the Canadian P&C industry in the years since our IPO, and we've been clear about our acquisition appetite. What makes this announcement so rewarding is that Travelers Canada has been at the top of our list for years, as it offers us the right combination of size, talent, and business mix. It effectively checks off all of our key priorities. We've worked for many months to be able to advance to this point. I'm thrilled that Travelers found our offer compelling.
The benefit of consolidation is that the combined company should be better positioned to succeed in the face of industry challenges such as climate change, as well as the increased need to invest in technology and data in order to remain relevant and responsive to our customer needs. This is why I'm confident that Travelers Canada customers, brokers, and employees will benefit from becoming part of the Definity story. This acquisition continues our successful deployment of capital, with initial activity going towards building our distribution platform into a top-10 national player with over 20 acquisitions since 2022. Combined with the funding of our dividend growth strategy and the acquisition of Travelers Canada, we expect we will have deployed in excess of CAD 4 billion in capital since IPO once this acquisition closes. In conclusion, Travelers Canada is our next step in building a Canadian champion.
This acquisition will elevate our position to the fourth-largest Canadian P&C insurer with an enhanced and strengthened mix of business, increased breadth of product, and access to hard-to-source high-performing talent. The deal is financially compelling with attractive economics. Finally, this deal will allow for the achievement of an optimized capital structure that we expect will sustainably support enhanced returns for shareholders in the years to come. To our people, thank you for all the efforts over these many months. We will need each of you to continue delivering on our current business priorities while our integration team focuses on planning for and executing a successful integration. I hope that as we continue to move along this remarkable journey together, you will take a moment to reflect on the impressive progress that defines Definity's story.
To the Travelers Canada team that will be joining us, I want to extend a warm welcome from the entire Definity team. We look forward to what we will be accomplishing together. As two long-established and trusted insurers in the Canadian market, we are guided by a similar purpose and shared values. We remain committed to making insurance better. With that, I'll pass it back to Dennis for some Q&A.
Thanks, Rowan. Yes, we've prepared three questions we expect will be top of mind for investors. First, Rowan, what gives you the confidence that Definity can successfully complete an acquisition of this magnitude?
Thanks, Dennis. A few thoughts on this area. We've been preparing to be ready for a transaction like this since before our IPO. I'm confident we have the resources, expertise, and talent to execute successfully. Definity's senior leadership team brings a wealth of experience, has deep knowledge, and a proven track record in delivering successful integrations. We have a comprehensive integration plan that addresses all key aspects of the opportunity ahead of us. As a company, we have experience in executing major multi-year transformations successively and concurrently. Think of the launches of Sonnet and Vine and our transition to Guidewire Cloud. We did all that while achieving business objectives and managing through the demutualization and IPO processes. Definity is at the forefront of innovation in the Canadian insurance industry with strong technology platforms that enable us to scale the business and drive ongoing value.
In short, this is an in-market acquisition. We have the track record of operating in Canada, strong broker support, and a platform built for a bigger business.
Thanks, Rowan. The next question is for Phil and has two parts. Please provide some color on the expected timing and nature of the CAD 100 million of expense synergies. Maybe more broadly, can you help investors better understand how we will get to our target operating EPS accretion?
Thanks, Dennis. On your first point, we have identified approximately CAD 100 million of run rate annual expense synergies that we expect to realize within the first three years after closing. These synergies come from a few sources. The automated and scalable technology platforms that Definity has built over the last number of years will not only allow us to integrate an acquisition of this size with minimal disruption to our existing business, but will also create significant expense efficiencies in technology platform costs.
As the Travelers Canada business moves to Definity's Canadian headquartered business, we will be able to remove charges for services currently required to be provided by their parent company. With an acquisition of this size, there will be areas where we have an opportunity to optimize structuring and eliminate duplication. We expect much of this to be managed through third-party contractual negotiations and natural attrition that occurs in the normal course of business. While it's natural for some to wonder about layoffs, the fact is our combined organization is growing significantly with this acquisition, and we will need the quality talent from both Travelers Canada and Definity to continue delivering on our strategic objectives. In terms of timing, although some synergies will be realized immediately after close, other areas require more lead time to implement.
In particular, technology platform synergies can only be fully realized once we've converted Travelers Canada's volume onto our systems, which we expect to be completed shortly after 24 months. Overall, all the actions required to generate the targeted synergies will be complete within 36 months of close. On your second question, to help understand why we expect this acquisition to achieve operating EPS accretion in the double digits, I would point to the following. The expense synergies I just walked through represent a meaningful improvement as a percentage of net underwriting revenue, and this is before loss-cost improvements and the potential for additional platform synergies. We'll also pick up the income from their investment portfolio, which we will manage internally and transition to our risk appetite and policy weights over time.
As nearly half of the purchase price is funded with excess capital, when you net out the cost of debt and adjust for the modestly higher share count, the result is a run rate accretion approaching the low teens post-integration.
Great. Thanks, Phil. Rowan, back to you for the final question. What do you see as the main ingredients to achieving a mid-teens operating ROE that we expect to be able to target post-integration?
Thanks, Dennis. Taking a step back, our path to the mid-teens operating ROE is comprised of both organic and inorganic levers. As we've outlined before, we have three organic levers to improve our operating ROE toward the low teens. These include improving Sonnet profitability, expense optimization, and the transformation of our claims operations. We're well on our track to deliver the targeted improvements from Sonnet and expenses by the end of 2026. In addition, we are well positioned to achieve the targeted claims improvements by the end of 2027, and we're very confident in our ability to deliver on all three levers. Beyond this, we said we require inorganic growth, which would allow us to deploy our excess capital and introduce leverage into the balance sheet. That is exactly what our announcement of Travelers Canada will enable us to do.
Phil walked you through our thoughts on synergies and earnings accretion. We have high confidence in our ability to deliver on these targets, and we'll be determined to do so in the coming years. If I put that all together, I'm confident Definity is well on the pathway to a target of sustainable mid-teens operating ROE post-integration.
Thank you both for that. This brings us to the end of the session. Following the call, the webcast will be archived on our website for one year. There will also be a transcript available on our website. Thank you all for joining us, and have a great day.