• SCOR Global Life Americas Holding Inc., a subsidiary of SCOR Global Life SE,and Assicurazioni Generali S.p.A. (“Generali”) have entered into a definitive agreement pursuant to which SCOR will acquire 100% of Generali U.S. Holdings, Inc. (“Generali U.S.”), the holding company of Generali's U.S. life reinsurance operations, for a total cash consideration of EUR 579 million¹ (USD 750 million) plus a 2013 earnings adjustment through the closing date. This price represents a significant discount to SCOR’s preliminary estimated Embedded Value of the Generali U.S. portfolio.
• The transaction encompasses (a) the stock purchase of Generali U.S. and its operating subsidiaries, including Generali USA Life Reassurance Company (“Generali USA”), which employs a staff of approximately 120 in Kansas City; and (b) the recapture of the retrocession agreements between Generali USA and Generali.
• Generali U.S.’s 2012 net earned premiums amounted to approximately EUR 700 million (approximately USD 900 million), all underwritten in the U.S. and all focused on biometric risks, similar to SCOR Global Life Americas ("SGLA") existing business. Generali U.S. ranked as the fourth largest Life reinsurer in the U.S. on 2012 recurring new business volume 2.
• The acquisition of Generali U.S. will add a well-established and highly regarded franchise, client relationships, skills and infrastructure for the benefit of SCOR's U.S. and worldwide Life business.
• The transaction will be financed by SCOR through the use of own funds and a potential limited debt issuance, without the issuance of new shares.
• The transaction is fully in line with the “Strong Momentum V1.1” profitability and solvency targets, while it is not expected to impact the Group’s ratings.
• The transaction is expected to enhance shareholder value and provideSGLA with the unique opportunity of becoming the leader in the U.S. Life reinsurance market in terms of new business and in-force². The transaction is expected to generate an immediate profit from a bargain purchase (badwill) andis expected to be accretive on an EPS and ROE basis.
• SCOR expects cash distributions from the acquired companies which would allow for significant capital optimisation following the closing.
• The transaction is subject to regulatory approvals and other customary conditions and is expected to close in the second half of 2013.

¹ On the basis of an exchange rate as of 31/05/2013 of 1 EUR = 1.2960 USD

² Source: Preliminary 2012 SOA Munich survey