Sompo Holdings, Inc. (TYO:8630)
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Apr 24, 2026, 3:30 PM JST
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M&A Announcement

Aug 28, 2025

Mikio Okumura
Group CEO, Sompo Holdings

This is Okumura speaking. Hello everyone. Thank you very much for joining this IR session. Although it was a short notice, I would like to provide an explanation on the acquisition of Aspen Insurance Holdings. Please turn to page three. This is the executive summary, including things on here and not on here I would like to explain. Our purpose is for a future of health, well-being, and financial protection. All of the strategy is to realize this purpose. The external environment is rapidly changing, and in order to achieve the purpose, enhancement of the resilience is extremely important. In order to fully leverage the capabilities of the group, we are to proceed with the capital recycling management. Sompo BNSC and Wellbeing II Business Group has been established in April for that purpose. Since we acquired Endurance, it's been eight years.

During that time, Sompo International has built soft power: market intelligence, talent, and market network. These are soft powers that have been contributing to enhance the capability to pursue deals and execute and follow through on the deal. During the eight years, the governance of the overseas business has been strengthened. Through them, we would like to steadily proceed with PMI. The positive impact to the Sompo Group includes the enhancement of the top line or ROE or EPS. As a result, DPS growth will likely accelerate. The future growth story: the adjusted profit target of CNY 500 billion and a market cap of CNY 6 trillion . Those are targets, and this is the important first step to achieve them. The impact in the midterm plan period is that the likelihood of achieving the targets will be improved.

The point of highlight of the acquisition, the details will be covered by James Shea and Nicolas Burnet. The important point this time is that this time, CNY 520 billion or $3.48 billion will be the acquisition amount. The top line and bottom line will expand. The global presence will be strengthened. In the reinsurance area, we will join the top ten, and we can realize joining the Lloyd’s market. Capital-light, fee-based income using ACM can be acquired. Above all, product and cost synergy impact can be expected. Those are the highlights of the acquisition. Please turn to page five. Here, the history of the Sompo Group's growth is shown. This shows the transition of adjusted consolidated profit of the group in 2030. Beyond the current midterm plan, CNY 500 billion of adjusted consolidated profit and a market cap of CNY 6 trillion is the target.

After the closing of this deal, more than CNY 45 billion of build-up profit is expected. In the future, we will be conscious of the global peer to achieve the scope expansion of the business scope, enhancement of resilience, and ROE DPS growth further. Please turn to page six. This is the impact to the group medium-term plan. We are targeting the EPS growth and ROE growth. For EPS growth, the target has been CAGR of 12% or higher, but we have now a CAGR of 18% in sight. For ROE, one point improvement of ROE through this acquisition is expected. We would like to proceed strongly to the target of 13% - 15% ROE target. Please turn to page seven. This focuses on the growth history of Sompo's overseas business. For overseas business, from around 2010, we have started to proactively expand overseas business.

In 2017, we acquired Endurance, and that has been the epoch-making event. For top line, 19% growth were done by year. For the bottom, the adjusted profit, it was about 8% growth. We have been focusing on stable portfolio. We have been able to do both the growth and the stable profit. Please turn to page eight. For this portion, this is about qualitative matters. As was mentioned earlier, the group as a whole, after the acquisition of Endurance, we have reviewed the governance of the group as a whole and strengthened it. Group as a whole, the transaction, and in order to do the M&As, we have strengthened EPA and various standards. Also, not just figures and numbers, but we have strengthened talent awareness as well as the market positioning. In eight years' time, we've been able to strengthen this.

Group as a whole, disciplined management and activity have been focused. From a stable asset, we have shifted to high growth, high profitable assets by selling the strategic equity holdings and etc. Those with the risk appetites, for example, the Brazilian consumer assets, we have exited from that market. In M&A, we had ins and outs, meaning exits. We have had the discipline to work these progresses and optimum allocation of assets for the group. Building up of that, not just for Sompo P&C but for Sompo Wellbeing, we have been able to do such matters. Last page for myself, please turn to page nine. This is shareholder return. In current MTPs, basic way of thinking of shareholder return, the philosophy has not changed. In one word, we will do whatever we've mentioned. That is the stance. Through this deal this time, EPS growth and DPS growth will probably accelerate.

With the profit growth, we will be able to strengthen shareholder return, and we will be able to realize that. As for the capital efficiency, ROE, management thinks that this is a very important indicator. With this deal, ESR for a certain period of time will reduce by around 30 points. With the profit accumulation and selling of the risk assets, we will be able to improve the ESR. Continuously, for M&A opportunity, we would like to seek for further opportunities. That was the overview from myself. From here, we would like to go more in detail about the acquisition itself and the deal. I would like to hand the baton to Jim and Nick. Jim, please.

James Shea
CEO, Sompo International

Morrison, and good afternoon, everybody. I am joined by Nicolas Burnet, who is Deputy CFO of Sompo Holdings Group and CFO of Sompo International. He will speak after to go through some of the financials, the specifics of the deal. I'm very excited to speak with you today about the announcement that was made yesterday. Consistent with our strategy to expand our business outside of Japan, we are very pleased to announce the acquisition, the planned acquisition of Aspen Insurance Holdings, which we expect to close sometime in the first half of 2026. We find this business to be both complementary and expands our product services and geographical footprint. It gives us an opportunity to reenter the Lloyd’s market with a market-leading syndicate and a performance that has justified its ranking within Lloyd’s. It gives us access to over 80 other markets.

In many other presentations, I've talked about countries and markets that we have yet to enter. This gives us the opportunity to accelerate the entrance into those markets on a selective basis. Nick will talk more about Aspen Capital Markets. It will also double our top-line business in the insurance portfolios of the United States, the United Kingdom, as well as our reinsurance portfolio globally. It brings our group, Sompo International Group, GWP s to over $20 billion annually. We were attracted by the strong underwriting culture of Aspen, which mirrors that of Sompo International, and we find it very complementary. The 1,100 employees of Aspen are currently located approximately just over half in the U.K. , the United States, and then approximately 70 people in Bermuda and then in other parts of the world, some small representation.

We're very excited about the next steps and the opportunities that this will bring, not only to Sompo International but to Sompo Group, but also to all of the stakeholders, our customers, the employees, and the opportunity that that's going to bring. At this point, to go over some of the specifics and the numbers of the deal, I will turn it over to Nicolas Burnet. Thank you.

Nicolas Burnet
Deputy CFO, Sompo Holdings

Thank you, Jim. As Jim said, we're extremely excited about the transaction and Aspen's strategic fit with Sompo. We purchased Aspen on financially attractive terms and conditions. Furthermore, we expect when integrated into our platform, we will be able to unlock substantial value. As Okumura-san said, we paid approximately $3.48 billion for 100% of the common shares or $37.50 for fully diluted shares. The $3.48 billion does not include each series of preference shares of Aspen. These preference shares will remain outstanding post the transaction. This purchase price equates to 1.32 x tangible book value and is less than 8 x forward earnings. Additionally, we received written consent from affiliates of Apollo Global Management for the approval of the transaction. As Jim said, we anticipate closing in the first half of 2026.

If we go to the next slide, slide 12, this transaction further confirms Sompo's status as a global P&C insurer and reinsurer. This transaction makes us a top 10 global reinsurer, provides us with a complementary insurance business, and provides us access to a well-diversified top-tier Lloyd’s operation. Excitingly, it provides Sompo with a multi-platform underwriting model through Aspen Capital Markets, which will allow us to leverage third-party capital while providing balance sheet flexibility. As Okumura-san said, this is financially attractive for us, and we expect to be immediately accretive to ROE. The capital should benefit from the potential ratings uplift to Sompo's A+ rating. The comparable business model should allow us to achieve significant operating synergies. Aspen's loss portfolio transfer provides additional balance sheet support to Aspen.

Finally, both Sompo International and our parent will remain well-capitalized even after the transaction, which provides us with the financial flexibility to continue to drive our growth strategy. If we go to the next slide, slide 13, we have shared with you at prior meetings our strategic vision and our growth strategy outlined on the left side of this slide. We believe this transaction closely aligns to our vision. The transaction supports our growth strategy and provides us with a platform that generated $4.6 billion of GWP s in 2024. The Aspen Capital Markets platform allows us to generate fee-based income, which is capital-light and reduces earnings volatility. We have contemplated a third-party capital platform, and this provides us with one of the best platforms, which originated in 2013.

The transaction increases our relevance and supports our growth strategy, accelerating our growth initiatives in two of our targeted markets, North America and growth in the domestic U.K. market. This also allows us to access untapped markets through Aspen's top-tier Lloyd’s platform while further simplifying, streamlining capital deployment, and driving additional vertical integration and operating leverage while implementing synergy opportunities. Finally, this provides us with a broader global offering to meet our brokers' and clients' needs. If we go to the next slide, Aspen has a diverse product offering by geography and product lines as shown on the right-hand side of the slide. After the acquisition of Aspen in 2019, the management has done a great job to turn the business to its current state. Aspen has exited unprofitable lines of business.

It has reduced CAT exposure as evidenced through its net probable loss calculation as a percentage of shareholders' equity. It has implemented an adverse development cover, which was later converted into a loss portfolio transfer, all of which led to demonstrable profitability improvement while reducing volatility as evidenced through its combined ratio, which improved by almost 20 points since 2019. If we go to the next slide, this slide simply shows that both the insurance and reinsurance platforms are well-balanced and diversified by product offerings and supported by the Aspen Capital Markets business. If we go to the next slide, slide 16, the pro forma organization increases our top line by 28%, reflected in 2024 pro forma results of over $21 billion of gross written premiums, and increases our pro forma operating income by 29%.

On the right-hand side, you can see by geography how it has enhanced our profile in each of our existing geographies. Equally as important, and as Jim stated, is that it provides us with access through Lloyd’s to 80+ insurance markets and over 200 reinsurance markets and presents the opportunity to enhance Sompo in areas that we are currently underserved. If you go to the next slide, if you evaluate the transaction through the lens of our commercial insurance and reinsurance segment, this further supports the strategic elements of the transaction. The transaction increases our insurance premiums by 20%, including by 27% in North America and 12% in the U.K., two key strategic growth markets for Sompo Holdings. It provides Sompo Holdings with a complementary portfolio and broader access to specialty lines of business.

When you shift to our reinsurance business, as you can see on the right-hand side of the chart, this makes the pro forma company a top 10 global reinsurance company. It increases our top line by 40% and enhances our underwriting capabilities while still being able to maintain our nimble strategy that aligns with our proven track record. If you go to the next slide, slide 18, Aspen Capital Markets provides us with one of the leading third-party capital platforms in the industry. It has been an integral part of Aspen since 2013 with an impressive management team. It will provide Sompo with capital flexibility while providing Aspen Capital Markets investors with access to broader reinsurance and insurance opportunities. It is also a well-diversified product offering, which is not just focused on property cat lines of business.

As you can see on the right-hand side of the business, ACM has grown assets under management by over $1 billion since 2019 and now provides Aspen with a significant amount of fee-based income, which reduces the overall volatility of the earnings stream and will be attractive to our capital base. If you go to the next slide, slide 19, as I stated before, this transaction is financially attractive and delivers ROE accretion. We expect to achieve over $200 million of run-rate cost savings by 2030. This transaction allows us to grow capital-light, fee-based income from Aspen Capital Markets, which reduces earnings volatility and enhances balance sheet flexibility. Finally, Sompo is well-positioned after the transaction as we maintain a strong capital base and financial flexibility to execute our enterprise strategy.

On the last slide, the investments we are making position us to grow over time, leading to returns on capital. This is evidence of our deliberate and disciplined execution as we continue to drive our growth strategy and achieve our key financial objectives. I'm going to stop it there, and I'll turn it over for questions.

Operator

We will now take questions from the floor. First, Ms. Tsujino of BofA Securities, please unmute and ask your question.

Natsumu Tsujino
Analyst, BofA Securities

Thank you. I have two questions. First is on specialty. Aspen is operating in a domain similar to Sompo International. Of course, they have a customer segment-wise. The risk profile may be very different, but will there be a skew of a risk in particular or concentration of risk in a particular area? When you look at the details, there may be some casualty risk that SI does not want to acquire. I think there are businesses that you need to reduce, and then you need to acquire new businesses to compensate for that. How big of the burden will that likely be? That is my first question. Another question, this is a question to Mr. Okumura, not related to Aspen's business. This time, through this acquisition, the ESR will go down by 30 points. You will sell Japanese equities across cross-shareholdings. Also, you have some room to sell one particular U.S. equity further. When you sell that particular equity, you will generate a significant profit through that sales. In the past case of selling such an equity holding, it was not in combination with the particular acquisition. Cash was generated and risk is reduced. It was allocated to the additional shareholder return. This time, I feel that the situation is different. Can you explain the thinking?

Mikio Okumura
Group CEO, Sompo Holdings

Ms. Tsujino, thank you for your question. You raised two questions. For the first question, I would like James and Nicolas to reply. I think it's mostly to do with PMI , generally speaking, the overlap of the business and on risks. Through PMI , we will analyze. Internally, through various analysis, not everything will be published, and it's not a simple addition. Through the PMI , we will look at the risk profile in detail. Whatever that meets our risk profile, we will manage accordingly. On the first question, I would like to ask James to add some comments. Over to you, James.

James Shea
CEO, Sompo International

Thank you, Okumura. Through the due diligence process and looking through their portfolio, we do find it, as I mentioned, both complementary in terms of, as you are correct, it is in the same space, but more of what we like to write. It also gives us access to portfolios where, particularly through their London or Lloyd’s platform, gets us into different specialty spaces. We feel that both their capital management, their reinsurance structure, combined with ours, leaves us room to continue to write and to retain that business. As we go through and we look at individual customers over the next couple of months, there may be some opportunities to change in 2026 and beyond. Right now, we're very comfortable that the business is complementary. Nick, is there anything you'd add to that?

Nicolas Burnet
Deputy CFO, Sompo Holdings

Yeah, because, Jim, thanks for that. I would add one more point. When you look at the Aspen Capital Markets on slide 15, in the middle of that, you can see that that's also a well-diversified portfolio where over 80% is outside of the CAT business. That is an area where they retrocede their lines of business into ACM. With that as background, also, I think it helps diversify the portfolio.

Mikio Okumura
Group CEO, Sompo Holdings

Thank you very much. ESR temporarily will decline by 30 points. That's what we have presented. On the other hand, until 2030, in the long term, we will reduce to zero the cross-shareholdings. Through that, we will reallocate the capital to areas where the contribution to the enhancement of enterprise value is expected. Also, the 50% of the adjusted profit and also 50% of the sale of the cross-shareholdings, that shareholder return policy is unchanged. The deal this time and the low capital efficiency asset exit, that process is continuous. Our shareholder return policy is unchanged. As I have said, basically, in the medium to long term, we will aim at enhancing the enterprise value. Through a profit increase, we will expand and strengthen the return. There's no change to that policy at all. Thank you very much.

Operator

Thank you very much, Tsutomu Yamaguchi. Next is Watanabe from Daiwa Securities.

Kazuki Watanabe
Analyst, Daiwa Securities

Please. Yes, this is Watanabe from Daiwa Securities. I have two questions. One is on page five, whether the accuracy of the effect of this. You mentioned $4.6 billion U.S. dollars of the effect. Can I $45 billion U.S. dollars of effect? We would like to know about this. It says here, $200 million cost reduction. How are you going to identify this? I want to know more in detail about this. Second is about this is about right after the IPOs. I would like to know the background why you did this right after the IPOs.

Mikio Okumura
Group CEO, Sompo Holdings

Thank you very much, Watanabe. The first question about the figures and numbers. Nick , I think, and Jim will complement my comment. I would like to talk about the market cycle that you have mentioned and inflation in our business plan.

When analyzing our business plan, we have incorporated in some extent, and based on that, making it a conservative. We see it as $45 billion. $45 billion seems to be conservative, but we think that there will be an Aspen effect over $45 billion and $200 million U.S. dollars of synergy. There are some overlap, and we can reduce the cost from that. By strengthening and having new lines of business, we will see new lines, new revenue. Until 2030, we will have over $200 million U.S. dollars of a cost reduction effect. The background, we cannot go into detail at the IR's meetings. I have been explaining to you that Japanese business environment has been drastically changing, and we are selling the cross-shareholdings. This is changing our existing business model. Shrinking Japanese market to growing market, we have to develop our market or our business.

In addition to insurance, we have to expand our business in wellbeing's area as well. In such an environment, M&A opportunity within and without Japan, we had a long list of opportunities. Naturally, in that, we had this company's name as well. As mentioned earlier, SIH have market intelligence and market network, and leveraging on that, with the best timing, we were able to talk with Aspen and agree upon this deal. This is the background, the first and second. I think no questions. Any complementary comment from Nick and Jim? Jim, please.

James Shea
CEO, Sompo International

Thank you, Okumura. I think Nick will comment a little bit on some of those aspects that you touched upon. I think, as Okumura said, we're not going into any great detail today about where we see the savings, but some of the obvious things, you know, in terms of company auditors, we don't need two. We need one. In some of the functional areas, we'll look to see how we can have synergies across that. Nick, in terms of the numbers that we've presented and the timing, over to you.

Nicolas Burnet
Deputy CFO, Sompo Holdings

Yeah, so I mean, Jim, just maybe I'll talk about the buckets of where we expect to get the synergies. As you stated, we expect to get $200 million of run-rate synergies by 2030. This is approximately 35% of the target, but it's less than 10% of the pro forma. The synergies will come from several areas: systems integration, Jim, as you talked about, operating leverage to meet the needs of our increased scale. That's the scale of Sompo International Holdings, which is already growing and continues to grow, getting operational efficiencies and overlapping functional support. The combination of all of those, as we look at it and as we start to think about integration, are the areas that we'll be targeting for these synergies.

Mikio Okumura
Group CEO, Sompo Holdings

Did this suffice your question?

Kazuki Watanabe
Analyst, Daiwa Securities

Yes, thank you very much for the answer. Thank you very much indeed. Thank you.

Operator

Moving on to JP Morgan Securities. Sato, please unmute and ask your question.

Koki Sato
Analyst, JPMorgan Securities

I'm Sato of JP Morgan Securities. Can you hear?

Operator

Yes, we can.

Koki Sato
Analyst, JPMorgan Securities

I have two questions. First question is adjusted consolidated ROE. This time, you say that you expect an increase of 1%. On the other hand, the overseas equity sale, if you generate the profit in large scale, then the adjusted net asset will be expanded for the adjusted consolidation. Considering that point, with this acquisition, a 13% - 15% target of the midterm plan, the likelihood of achieving this, has it been improved significantly? That's one point. The second point, the Aspen business growth potential, the financial line, the softening of the market is already confirmed in this financial line. Also, Lloyd’s business that you have exited in the past, considering the profitability of the Lloyd’s business, what would be the priority and order of priority in terms of the business or lines of business? Do you have any priority?

Mikio Okumura
Group CEO, Sompo Holdings

Sato, thank you for your question. There were two questions. The probability of achieving the adjusted ROE target and another is the current and the future expectation of Aspen's business. Given the market cycle and inflation, what are the priorities? The second point for your second question, I would like James and Nicolas to answer on the first point on ROE. As you say, this transaction will lead to ROE accretion, and we do expect that to happen for a certain extent. On the other hand, depending on other conditions, and also, the net asset may increase and ESR may recover. I'm not optimistic yet.

ROE 13% -1 5%, in order to further raise the probability of achieving this, risk-taking and further M&A is considered. This transaction is not the end of the initiatives. On the other hand, discipline needs to be maintained. That I feel strongly. In an appropriate manner, I would like to consider the return, shareholder return. On ROE, Hamada, the Group CFO, will add some more comment and then move on to the second question. Hamada, please.

Masahiro Hamada
Group CFO, Sompo International

This is Hamada speaking. On ROE, Sato is exactly right. The policy shareholdings and also other shares, when we sell, then based on the calculation of ROE, the numeric denominator will increase. We are reviewing from various aspects. Right now, once the Aspen acquisition is successful and ROE as of the end of FY 2026 will not reach 13% yet, according to various calculations.

On the other hand, the ESR at that time will be far higher than 250%. In other words, further growth investments will be done. If that cannot be achieved, we will continue to return to the shareholders. We can say that the likelihood of achieving the goal is improved, but we're not saying that we have covered all the possibilities. Second point, not just Aspen, but our view of the business environment, particularly rate cycle, how do you view and Lloyd’s market, what is our view? I would like James and Nicolas to comment. Over to you, James.

James Shea
CEO, Sompo International

Thank you, Okumura. I think the comment was in terms of the combination of certain lines of businesses that had certain, where we are well aware that market rates are declining. When I think of FinPro, FinPro consists of many lines of business. It's not simply DNO. It consists of DNO. It consists of ENO. It consists of Prime. It consists of transactional liability, cyber. We are very confident in that. You look across the various segments in terms of large multinational publicly traded versus privately held, not-for-profit business. We feel that the diversification of that portfolio across the multiple products, plus the different segmentation, ensures that we are able to continue to be there for our customers and continue to manage and underwrite through that process.

In terms of the question about the Lloyd’s business, you can tell that the Aspen portfolio in Lloyd’s is one of the top-ranked in terms of performance of all the syndicates within Lloyd’s and last year performed with a sub-90% combined ratio. From an underwriting perspective, this is that we're entering a market where underwriting matters. Given the focus both within SIH and within Aspen over the last number of years on underwriting, we feel that we will be able to navigate and manage through this cycle. Nick, anything further?

Nicolas Burnet
Deputy CFO, Sompo Holdings

No, I think, as you stated, Jim, we're getting access to a top 20 Lloyd’s operation made up by three syndicates, which has really had strong operational performance. I think, Jim, as you stated before, this really gives us the opportunity to address many of the markets where we're underserved. We're really excited about the Lloyd’s opportunity also.

Operator

Next, from Sasaki from Nomura Securities, please unmute and ask your question.

Futoshi Sasaki
Analyst, Nomura Securities

This is Sasaki from Nomura Securities. I have two questions. One, you mentioned about the risk appetite to M&A, Mr. Okumura. This deal, I think, maybe you are already satisfied with that, or do you think that you need to think for the second and third round of M&A? If you have any idea of that, please share with me. That's number one. Second, numbers and figures I would like to confirm. As for the shareholder return, the capital adjustment, I would like to hear about that ESR. If that is in the appropriate range of ESR, then you are not going to be doing any capital adjustments.

By the end of this fiscal year, or when you think about the shareholder return of this fiscal year, ESR within the appropriate range, and that means that you're not going to be doing any capital adjustment. Can you talk about that? Those are two of my questions.

Mikio Okumura
Group CEO, Sompo Holdings

Thank you very much. First was about the risk appetite, or so to speak, for what we think about the new M&A for overseas market. I think there are many possibilities. The most important priority for us is that we close this deal this time and do PMI as we plan and the Aspen incorporate into the Sompo Group so that they could fit into our culture and our business. That is a priority that we have now.

Having said so, when you look at the capital situation, and of course, we have opportunity to expand for overseas M&A, this is not the end. Sompo P&C, we have established, and at the same time, we have made Sompo Wellbeings. This is to accelerate, connect, and be connected. What we wanted to do, make more positive for 100 years of life. There are solutions that are not yet being fulfilled. In the area of wellbeings, we are strengthening our structure, and we have a long list there as well. There, we have a very strong appetite. I would definitely say so. Group as a whole, new businesses, we have to build that. For the future of the safe and financial protection, we would have to do more. We would like to take risks for our purposes as well.

For overseas, if we have a certain degree of PMI, we will look for another. For wellbeings, we are definitely looking for new opportunities. The second, I think Mr. Hamada would like to also supplement his comment, but ESR is within our target range at this point of time. We are comfortable now. That's been discussed in the past. We have assets with low capital efficiencies. We want to shrink them, and we want to reallocate those capitals into a higher profitability. We want to accumulate profit. If we have accumulated profit, we will be having capital. From that perspective, if we are over ESR range, then we would have to make some adjustments with discipline. Hamada, any comments from you?

Masahiro Hamada
Group CFO, Sompo International

Yes. The target range of ESR is a very important factor for us to think about capital adjustments. Our top priority goal is to achieve ROE goal. Based on that, what about the appetite for growth investment? It was mentioned by Mr. Okumura. I think that's what he wanted to say. Thinking about those factors and thinking about this as a measure, we would like to think what should be done. If you look at page nine, from the end of 2024, in three months, ESR increased by 9 points. We had sold risk assets, and ESR will accelerate its speed. Currently, we are in a comfortable situation, but such a situation may not long last. As mentioned earlier, still, we have a lot of abundant capital to use. Thank you.

Futoshi Sasaki
Analyst, Nomura Securities

Thank you. I have one more question or figures to confirm. On page five, you talked about the adjusted profit, CNY 500 billion level. Effectively, Aspen is $4.5 billion and $200 million of cost reduction. Bottom line is CNY 70 billion. Based on that background, the bottom line seems to be a declining trend. That is the reason why you came up with $37.5 per share. Is my understanding correct?

Mikio Okumura
Group CEO, Sompo Holdings

Thank you very much. The price of the acquisition, we have incorporated various factors. As a negotiation, we came up with this. It doesn't necessarily mean that assuming Aspen's declining business, we did not come up with this. I think Mr. Hamada would like to comment on this because there are some conservative figures there.

Masahiro Hamada
Group CFO, Sompo International

Yes. Earlier, you mentioned about what about those things that are not going to fit our risks. About for insurance for FY 2026, we are quite conservative. For loss ratio, Aspen's loss ratio, we have looked at them conservatively as well. Nick had checked on that being too conservative, maybe in some sense, but very conservative.

With this Aspen, we will have goodwill, and of which PBA's amortization we have to deduct. Around CNY 60 billion. This is about deduction and CNY 45 billion. The calculation was conservative, so we stated as over CNY 45 billion. Thank you.

Futoshi Sasaki
Analyst, Nomura Securities

That's all clear. Thank you.

Mikio Okumura
Group CEO, Sompo Holdings

Thank you.

Operator

Next, Sakamaki from Mizuho Securities. Please unmute and ask your question.

Naruhiko Sakamaki
Analyst, Mizuho Securities

I'm Sakamaki from Mizuho Securities. I have two questions. First question is related to page three of your material, the expense ratio and also capital policy synergy. What do you exactly mean by the capital policy synergy? That is my first question. The second question, this time, ACM of Aspen that you acquired by using the reinsurance strategy of the entire Sompo Holdings, how will that change?

Mikio Okumura
Group CEO, Sompo Holdings

Thank you, Sakamaki. Both of these questions, I would like Nick and Jim to add about the synergy of capital policy. After integration of the business, we can expect risk diversification effect. Also, to a certain extent, we can utilize third-party capital, and we can expand the capital-light, fee-based income, fee revenue. That is what we mean by capital policy synergy. Also, the expense ratio, the overlapping functions will generate cost synergy and system integration, and other various synergy effects can be expected.

In the future, through integration of SI, how will reinsurance business be? Also, are the seeding be? We will cover these points through PMI in the future. The current policy on these matters, I would like Jim to reply. Over to you, Jim and Nick, on these two points.

James Shea
CEO, Sompo International

Thank you, Okumura. I think you covered the questions. With respect to the reinsurance, at this point, we have no plans to change our strategy with respect to the Sompo P&C reinsurance. We've got a proven track record and a process that is working well for the group. By the addition of Aspen Capital Markets, we may be able to diversify some of that, the capital that's brought in to support our business. At this point, we don't anticipate any real changes with respect to the overall strategy, with respect to the reinsurance purchasing. Nick, did you have anything to add? I think Okumura-san answered those ones.

Nicolas Burnet
Deputy CFO, Sompo Holdings

I think he did. I think we talked through the expense synergies and the opportunities there and the expectation to support our growing business. With the capital synergies also, as they were stated, it's the diversification benefits we're going to get. It's the benefits of liquidity and capital fungibility as we bring the two entities together. We also may benefit from, if we get the uplift to Sompo's A+ rating for the whole, that will give another opportunity to achieve additional capital synergies. When we look at those opportunities, we think there is an opportunity to bring together the diversification benefits, the capital liquidity, but also to benefit from the potential uplift, the potential uplift to the Sompo A+ rating, which would also provide some other opportunities.

Mikio Okumura
Group CEO, Sompo Holdings

Thank you very much. Some more details. For example, in the Bermuda local regulation-wise, I don't think you have a capital shortage, but from overseas business, is capital collection will be expected? Will there be any changes? The collection from overseas business, or what I am looking at right now is overseas business profit growth will be higher than domestic business. Rather than collection phase, proactive capital allocation is the phase we are in. On the other hand, domestically, SJR is a project that we are progressing. In the future, we will move ahead with the system investment, simplification of the product, and process automation. Necessary investments will be made for the domestic business to improve the profitability. As of now, from the profitability perspective, we prioritize overseas business in terms of capital allocation. I understand fully. Thank you.

Operator

Any questions? Takemura from Morgan Stanley, please unmute and ask questions.

Atsuro Takemura
Analyst, Morgan Stanley

Thank you. This is Takemura from Morgan Stanley. I have two questions. First, about ESR. Macro sensitivity. Through this deal, any changes? That's my question. Basically, Aspen balance sheet is strong, you mentioned. The current status in your group, you have lower macro sensitivity. Through this deal, is there any changes in the sensitivity toward FX or interest rate? If you could elaborate on this point, that's number one. Two, this is going to be maybe a repetitious question. ACM, I want to know the content, the business, what ACM is doing. Could I ask about this? I would like to have a deeper understanding on ACM. Yes, my understanding is that basically you establish a fund, and there you have the reinsurance there. The third-party equity will be accepted there. You have a fee income coming from that. At the same time, you can also contribute to fundings. Maybe that's the business model of ACM. That's my image. Is my understanding correct?

Mikio Okumura
Group CEO, Sompo Holdings

Takemura-san, thank you very much. We received two questions. First, after Aspen, any changes in macro sensitivities, interest rate, and FX? Mr. Hamada will answer this. The second one, ACM, yes, the business model, yes. I think it's correct, your understanding. Maybe on ACM, with the sidecar business, as far as we can disclose, maybe Jim or Nick can answer to the second question. Starting from the first one. Hamada-san, please.

Masahiro Hamada
Group CFO, Sompo International

Yes, we have not done the detailed balance sheet analysis of added. The sensitivity, there will be no big changes. This is not a balance sheet. Simply speaking, with this deal within the group, we have a + 5% profit weight of overseas business in our group. Maybe a little bit of FX sensitivity higher. I think there is nothing too worth mentioning.

Mikio Okumura
Group CEO, Sompo Holdings

For the second part, ACM business model, Jim, Nick, any comments?

Nicolas Burnet
Deputy CFO, Sompo Holdings

Maybe James, if I start, if that's okay?

James Shea
CEO, Sompo International

Yep, go ahead, Nicolas.

Nicolas Burnet
Deputy CFO, Sompo Holdings

I think the basic elements, I think you've outlined. They take alternative capital sources, and you can see here that there's assets under management on the slide up on the screen. They retrocede premiums into those alternative capital sources. It's similar to a traditional reinsurance where they retrocede out. They also get fee-based income for that, for the retroceding notes. I think you have the basic elements. You can see that the assets under management are growing. As they continue to get third-party capital, as it's called, or alternative sources of capital, they can provide with more capital. You can retrocede more into that and get higher fee-based business. That fee-based business is relatively stable.

Atsuro Takemura
Analyst, Morgan Stanley

Thank you very much. In that sense, this is a part of a business you would be expanding, or to this ACM utilizing this business, you will be doing more. Can we expect the acceleration of the business growth here for this company?

James Shea
CEO, Sompo International

Okay, Nicolas, okay.

Nicolas Burnet
Deputy CFO, Sompo Holdings

Sure, go ahead. I apologize.

Mikio Okumura
Group CEO, Sompo Holdings

Yes, with SI integration and the way of thinking about underwriting, and of course, appetite on the investor's side, it depends on that. We would like to continuously have a capital-light business. Maybe, Nick, can you comment?

Nicolas Burnet
Deputy CFO, Sompo Holdings

I think the opportunity is definitely there to grow this business. We continue to see it as a potential opportunity to give us financial flexibility and to use our balance sheet in different ways. It's a capital-light business. The opportunity is definitely, definitely there. I agree with Okumura.

Atsuro Takemura
Analyst, Morgan Stanley

Thank you very much.

Mikio Okumura
Group CEO, Sompo Holdings

We are close to the ending time. I would like to take one last question, Sakamak of Mizuho Securities.

Naruhiko Sakamaki
Analyst, Mizuho Securities

This is Sakamaki of Mizuho. My question is related to a very small detail, page 19 on asterisk, $200 million of the integration cost. How will that be handled in terms of the adjusted profit?

Mikio Okumura
Group CEO, Sompo Holdings

The definition of the adjusted profit and how that is calculated, this will be covered by Hamada. We will not include this in the item. Understand. Thank you, Sakamaki. It's time to close the session. With this, we would like to close the meeting. Please feel free to contact our IR office if you have any additional questions. Thank you very much for your participation.

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