St. Paul, Travelers Complete Their Mega-Merger

By Michael Ha

NU Online News Service, April 1, 3:54 p.m. EST?The St. Paul Companies Inc. and Travelers Property Casualty Corp., after obtaining requisite regulatory and shareholder approvals, officially merged today becoming The St. Paul Travelers Companies.[@@]

The two companies have cleared a number of hurdles since announcing their intent to consolidate Nov. 17, 2003. Approval from federal regulators was received in December 2003, and this year, their respective shareholder groups okayed the merger during March 19 shareholder meetings. The combined giant will be based in St. Paul, Minn.

"We are certainly pleased that the merger has been completed so quickly. Our employees have done an outstanding job maintaining their focus on our agents and brokers and customers throughout this process," said Marlene Ibsen, a St. Paul Travelers representative, who had previously worked as a Travelers spokesperson.

"We are creating a strong new company with an unsurpassed breadth of commercial and specialty products, and we are now in a much better position to serve leading independent agents and brokers and their customers," she said.

"It seems like it went off according to their plan," observed Standard & Poor's Ratings director John Iten. "This was the timeframe that they were telling everybody, including us. They were able to accomplish that. They got all the shareholders' approvals, regulatory approvals?it all seems to have gone pretty smoothly."

The New York-based S&P is expecting operating earnings in excess of $3 billion for the combined company in 2004, Mr. Iten said. "And then we clearly expect capitalization to improve due to strong earnings in 2004. Statutory capitalization should improve from this point."

Despite this positive assessment, S&P lowered counterparty and financial strength ratings for Travelers as the merger was completed?a move that was designed to match Travelers' ratings with St. Paul's lower ratings, S&P explained.

S&P lowered Travelers' financial strength ratings to "A-plus" from "double-A-minus" and removed them from the "CreditWatch" status, while Travelers' counterparty credit rating was lowered to "triple-B-plus" from "A-minus".

The St. Paul and Travelers corporate matrimony did encounter some opposition along the way. There have been three securities class-action lawsuits against the two companies, opposing their merger. But on March 18, the companies said they have entered into a memorandum of understanding for settling with the plaintiffs in all pending lawsuits.

Among the state-level regulators giving approvals was Connecticut Insurance Commissioner Susan Cogswell, the state where Travelers was based. Ms. Cogswell only gave her blessing to the transaction after the two companies made guarantees that they will maintain their level of employment, charitable donations and tax commitment in Hartford, Conn., where Travelers will continue to run its major business units.

As of last week, the companies said they had secured necessary regulatory approvals from 11 states for the merger.

Beginning tomorrow, the company will trade under a new symbol?STA?at the New York Stock Exchange, where the two companies' shares had previously been listed.

This stock-swap transaction, as was widely reported, represented a tax-free merger where each Travelers common-stock holder got 0.4334 of a St. Paul share for each Travelers share. The deal was reported to be worth at least $16.01 billion in market value.

The combined corporation cuts an impressive figure?The St. Paul Travelers Companies is the second-largest U.S. insurer in commercial lines with some 7.6 percent national market share, second only to the New York-based American International Group, which commands about 8.8 percent.

The St. Paul Travelers would also have the second-biggest market share for personal-lines agency writers at around 6.8 percent, second only to Progressive, which has 13.1 percent. Geographically, The St. Paul Travelers will be the biggest commercial-lines carrier in some 22 states, when calculated by direct premiums written from two merged businesses.

The new corporation will be headed by Jay Fishman, who has been serving as The St. Paul chief executive. Robert Lipp, chairman and chief executive officer at Travelers, will serve as The St. Paul Travelers' executive chairman until the end of 2005. Mr. Fishman is then expected to take on the additional title of chairman.

Mr. Iten predicted that the St. Paul Travelers mega-merger will prove to be more the exception than the norm for property-casualty insurers in 2004.

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St. Paul, Travelers Complete Their Mega-Merger

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