Allied World Assurance Company Holdings, Ltd in Bermuda announced today that it has agreed to buy Darwin Professional Underwriters Inc., a U.S. specialty company, for $550 million.

Under the terms of a definitive merger agreement, security holders of Darwin will receive $32 per share, in exchange for 100 percent of their interests in Darwin Professional Underwriters Inc.

Scott Carmilani, chairman and chief executive officer of Allied World Assurance Corp., said during a conference call today that after the deal closes the combined businesses will write $1.8 billion. In 2007, Allied World wrote $1.5 billion in gross premiums, and Darwin wrote $280 million.

Separately, New York-based Alleghany Corp., which owns roughly 55 percent of Darwin's shares, said it expects to receive about $300 million in the deal.

Allied World Assurance Company Holdings, Ltd., through its subsidiaries, is a global provider of insurance and reinsurance solutions. In its most recent acquisition prior to the Darwin announcement, the Bermuda company bought Converium Insurance (North America).

Mr. Carmilani told NU earlier this year that the Converium deal, which closed in January, was a step in his company's strategy to grow in U.S. reinsurance book.

He noted, however, that Allied World's mix of business has always been tilted toward insurance--nearly 60 percent insurance/40 percent reinsurance. He also said the bias toward insurance wouldn't change in 2008.

At the time, he said the company would engage in a strategy "to diversify geographically and by product."

While both Allied World and Darwin write specialty business, with a particular focus on professional liability and some property-casualty programs, Darwin focuses on small-account business.

During a conference call this morning, Mr. Carmilani said the two insurance books are complementary, noting that Allied World's focus in these same specialty product areas is on large-account business. In addition, he noted that Allied World writes high and middle excess layers, as opposed to the primary business that Darwin writes.

He also highlighted Darwin's particular strengths in the health care professional liability sector--through product and risk management service capabilities--and a Web-based underwriting system, known as i-bind.

In past interviews, Stephen Sills, Darwin's president and CEO, has told NU that the i-bind system was designed to create an easier experience for specialty brokers placing small professional and management liability policies, and to lower the costs of writing them for the carrier.

Mr. Carmilani said this morning that Allied World does not plan to make any changes to i-bind, except perhaps to make it a multicurrency system, so it can be used to place business outside the United States.

He also said the health care segment will jump from 3 percent of Allied World's business to 13 percent. In addition, professional liability insurance will rise from 18 percent to 21 percent.

Mr. Sills, who will retire upon the closing of the transaction, did not participate on this morning's conference call.

Jack Sennott, Darwin's chief financial officer, who did participate from the Darwin team, was asked about the company's reasons for selling this morning. He answered by echoing Mr. Carmilani's statements about the business being complementary.

Asked if Allied World was the only potential buyer, he said the board formed a special committee and engaged in a formal process to entertain offers in the first quarter, adding that through an investment bank, "more than two handfuls of companies" had expressed interest in the Farmington, Conn.-based specialty insurer.

In the end, "we were pleased with economics and fit going forward" with Allied World, Mr. Sennott said.

Special Reports /

Allied World Acquiring Darwin Pro For $550M

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