The transaction values Aspen at approximately $3.5 billion and will result in Aspen’s Class A shares being redeemed for cash and delisted from the New York Stock Exchange. Aspen preference shares will remain outstanding.

The acquisition further diversifies Sompo’s portfolio geographically, particularly across high-growth international markets, and strengthens its underwriting expertise in specialty insurance and reinsurance. It also provides access to significant fee-based income through Aspen’s capital markets platform and is expected to be immediately accretive to Sompo’s return on equity following closing.

Mikio Okumura, CEO of Sompo Group, described the deal as an important milestone in advancing the company’s purpose of “Connect and Be Connected.” He emphasised the role of Sompo P&C, led by James Shea, in promoting capital circulation management and collaboration across the group.

James Shea, CEO of Sompo P&C, said that Aspen represents an excellent opportunity at the right stage in the market cycle and fits into Sompo’s strategy of building a robust and diversified global property and casualty platform. He noted that combining the businesses will create a larger entity capable of underwriting and managing capital and risk at scale.

Mark Cloutier, Aspen Group Executive Chairman and Group CEO, highlighted that Sompo is a long-term owner that respects Aspen’s business and values. He called the transaction an excellent outcome for Aspen shareholders, citing the 35.6 per cent premium to the company’s unaffected share price. He added that Sompo’s financial strength will unlock opportunities for customers, partners and employees while Aspen remains focused on delivering products and services.

The acquisition enhances Sompo’s portfolio diversification and global scale. Aspen brings deep underwriting expertise in complex specialty lines such as cyber, credit and political risk, inland marine, UK property and construction, and US management liability, supported by long-standing broker relationships. Its reinsurance portfolio spans casualty, property catastrophe, other property and specialty reinsurance. Aspen’s Lloyd’s syndicate also provides access to complex risks and licensing across the Americas, the UK, Europe and Asia Pacific.

Aspen also expands Sompo’s revenue streams through its Aspen Capital Markets platform, which sources capital from third-party investors. Aspen earns underwriting, management and performance fees primarily through the placement and management of collateralised quota share sidecar vehicles. With more than $2 billion in assets under management and 80 per cent of 2024 fee income derived from non-catastrophe, long-tail lines of business, the platform will strengthen Sompo’s capital optimisation strategy and provide flexibility in managing risk exposure.

Financially, Aspen is expected to contribute significantly to Sompo’s goal of achieving adjusted consolidated return on equity of 13 to 15 per cent and adjusted earnings per share growth above 12 per cent by fiscal year 2026. Aspen has streamlined its portfolio in recent years, improved financial performance and enhanced balance sheet resilience through measures such as a loss portfolio transfer and adverse development cover for prior accident years. In 2024, Aspen delivered a combined ratio of 87.9 per cent and an operating return on equity of 19.4 per cent.

Each Aspen Class A ordinary share will be converted into the right to receive $37.50 in cash at closing. This represents a 35.6 per cent premium to Aspen’s unaffected share price of $27.66 on August 19, 2025, and a 24.6 per cent premium over the 30-day volume-weighted average price as of the same date. Aspen preference shares will remain outstanding with their rights and terms unchanged.

The Boards of Directors of both companies have unanimously approved the deal. It is expected to close in the first half of 2026, subject to customary closing conditions including antitrust and regulatory approvals. Following execution of the merger agreement, shareholders representing a majority of Aspen’s common shares delivered written consent to adopt and approve the merger.

Sompo is being advised by Morgan Stanley & Co. LLC as exclusive financial advisor, Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor, and Kekst CNC as strategic communications counsel. Aspen is being advised by Goldman Sachs & Co. LLC as lead financial advisor, Insurance Advisory Partners LLC as financial advisor, and Sidley Austin LLP as legal advisor.