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Ashurst advises Nippon Life on US$8.2 billion acquisition of Resolution Life and related transactions involving MLC

16 December 2024

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    Global law firm Ashurst has acted for Nippon Life Insurance Company (Nippon Life) as the lead Australian legal adviser on its agreement to acquire Resolution Life Group Holdings Ltd (Resolution Life) for ~US$8.2 billion. Ashurst also advised Nippon Life on its agreement to acquire 20% of the issued shares in MLC Limited (MLC) that it does not already own from National Australia Bank (NAB) for A$500 million following the completion of the Resolution Life acquisition.

    Nippon Life is the largest Japanese life insurance company by revenue and consists of multiple group companies operating life insurance and asset management businesses globally, including in Europe, the US, Asia, and Australia.

    Resolution Life is a global insurance group focusing on the acquisition and management of portfolios of life insurance policies and reinsurance business. It has operations in Bermuda, the U.K., the U.S., Australia, New Zealand and Singapore, assisting the restructuring of the primary life insurance industry globally. By making Resolution Life a wholly owned subsidiary, this transaction is a further step for Nippon Life towards achieving their stated medium-term plan to grow their international business and deliver long-term growth and stable dividends from overseas markets.

    MLC is part of the Nippon Group and is Nippon Life's largest business outside Japan. In 2015, Ashurst advised Nippon Life on its first overseas majority acquisition, in which Nippon Life acquired 80% of the outstanding shares in MLC from NAB for A$2.4 billion.

    Nippon Life's acquisition of Resolution Life and the related transactions are subject to regulatory approvals and is expected to be completed in the second half of 2025.

    Partner Natsuko Ogawa said:

    "We are proud to have assisted Nippon Life on another milestone acquisition in Australasia. Nippon Life's acquisition of Resolution Life and the remaining shareholding in MLC supports the group's strategy of expanding its strong global network to deliver enhanced customer benefits in Australia, New Zealand, and the United States. It's a wonderful way to finish a year that has seen record levels of M&A activity between Japan and Australia. In executing a deal of this size and complexity, we brought together the firm's full global capability across Ashurst's legal team, Ashurst Risk Advisory, and Ashurst Advance.

    Ashurst's Risk Advisory team collaborated closely with the Ashurst legal team, bringing its risk management, compliance and integration planning expertise to the forefront. Additionally, Ashurst Advance provided essential project management and coordination of the transaction, leveraging technology to support the completion of due diligence. This unified effort underscores our commitment to delivering comprehensive and innovative solutions to our clients."

    The Ashurst legal team was led by partners Natsuko Ogawa and Con Tzerefos, who were assisted by: partner Rehana Box, senior associates Shojeeb Alam, Alex McLeish, and Alexandra Nash and associates Ayumi Shimada, Cameron Huson, Jeremy Waite, Huiling Mah, Wrijoy Chowdhury, Phoebe Phan, Emma LeFevre and Amy Huang (Corporate Transactions); partners Ross Zaurrini and Tihana Zuk, counsel Rowan Kendall, and senior associates Kailun Ji and Candice Upfold (Competition); partners Lorraine Hui, James Clarke, counsel Judy Reid, and senior associate Dario Aloe (Dispute resolution); partner Jane Harvey, counsel Emilie Maddox, and associate Elizabeth Melsom (Employment); partners Emma Butler and Andrew Craig and counsel Caroline Hogan (Digital economy transactions); partner Kellech Smith and associate Giulia Falvo (IP/Media); partner Jason Cornwall-Jones and senior associate Jake Saccardo (Real Estate); partner Campbell Johnston and senior associate Nathan Hansen-Thorpe (Global Loans); partner Caroline Smart (Global markets); partner Hong-Viet Nguyen and senior associate Kim Yen Nguyen (Finance regulatory); partner Ian Kellock (Tax).

    The Ashurst Risk Advisory team was led by partners Philip Hardy and Jonathan Perkinson, who were assisted by: partners Chris Baker, John Macpherson, Sonia Haque-Vatcher, Elena Lambros, Steven Blackburn, Avideep Agarwal, and Gwladys Ngo Tedga Yagla, directors Andy Abeya, John Moore, Nayeem Mahmud, Michael Duggan, Bikram Choudhury, Kieran Francis, Khoon Leng Cheng, Andrew Karam, and Leon Franklin, executives Hasitha Perera, Ashley Davison, Chandni Dave, Joseph Seliong, Luke Warner, Jonathan Chan, Sanjay Vinoharan, Haseeb Chishti, Vanessa Noakes, Lauren Soon, Cathy Kim, Fiona Yau, Flora Zhang, and Michael Turner and specialist Meg Whelan.

    The Ashurst Advance team was led by director Anita Mirchandani, who was assisted by: counsel Gaby Stach, senior associate Marta McCormack, associates Claudia Wyer and Niall Skelton, and managers Lauren Kassulke and Josh Williams.

    The Ashurst Group comprises Ashurst LLP, Ashurst Australia and their respective affiliates (including independent local partnerships, companies or other entities) which are authorised to use the name "Ashurst" or describe themselves as being affiliated with Ashurst. Some members of the Ashurst Group are limited liability entities.

    Ashurst Australia (ABN 75 304 286 095) is a general partnership constituted under the laws of the Australian Capital Territory.

    Ashurst Risk Advisory Pty Ltd is a proprietary company registered in Australia and trading under ABN 74 996 309 133.

    The services provided by Ashurst Risk Advisory Pty Ltd do not constitute legal services or legal advice, and are not provided by Australian legal practitioners in that capacity. The laws and regulations which govern the provision of legal services in the relevant jurisdiction do not apply to the provision of non-legal services.

    For more information about the Ashurst Group, which Ashurst Group entity operates in a particular country and the services offered, please visit www.ashurst.com.

    This material is current as at 13 December 2024 but does not take into account any developments after that date. It is not intended to be a comprehensive review of all developments in the law or in practice, or to cover all aspects of those referred to, and does not constitute professional advice. The information provided is general in nature, and does not take into account and is not intended to apply to any specific issues or circumstances. Readers should take independent advice. No part of this publication may be reproduced by any process without prior written permission from Ashurst. While we use reasonable skill and care in the preparation of this material, we accept no liability for use of and reliance upon it by any person.

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