Vienna Insurance Group (VIG), an insurance group in Central and Eastern Europe, has signed a Business Combination Agreement with NÜRNBERGER Beteiligungs-AG.
The proposed price represents a 173% premium over the unaffected three-month volume-weighted average share price and a 154% premium compared to the undistorted XETRA closing price of NÜRNBERGER shares on 13 May 2025, the last trading day before NÜRNBERGER announced its review of strategic options. The offer values NÜRNBERGER at EUR 1.382 billion for the entire share capital.
VIG, which provides insurance and pension services to around 33 million customers through more than 50 companies across 30 countries, operates under a decentralised, multi-brand structure that emphasises local expertise and entrepreneurship.
The agreement reflects a shared vision between both companies to foster long-term, sustainable growth and to take advantage of synergies within the group.
As part of the planned cooperation, VIG intends to support NÜRNBERGER in its strategic transformation toward becoming a prevention-focused insurer and to strengthen its role as an innovative provider of biometric products within the VIG network. VIG will also assist with measures to retain key employees and managers, while granting access to its comprehensive training and development programs.
The Business Combination Agreement defines the key terms of the transaction, including the future governance structure and strategic objectives. Both the Management Board and Supervisory Board of NÜRNBERGER have expressed their support for the offer and, subject to review of the offer document, intend to recommend that shareholders accept it.
Members of NÜRNBERGER’s Management Board have also confirmed their intention to tender all shares they personally hold into the offer.
The parties have agreed not to enter into a domination or profit and loss transfer agreement for at least three years following the signing.
Once the transaction is completed, and where legally permissible, they plan to seek the delisting of NÜRNBERGER shares from all trading venues. As the shares are listed on the unregulated market, a separate delisting offer will not be required.
Major shareholders — including Münchener Rückversicherungs-Gesellschaft AG, Versicherungskammer Bayern, Daido Life Insurance Company, and Swiss Reinsurance Company Ltd — have entered into irrevocable undertakings to tender their shares, representing approximately 64.4% of NÜRNBERGER’s share capital.
Settlement of the offer is subject to customary conditions, including regulatory approvals, and requires a minimum acceptance level of 50% plus one share of NÜRNBERGER’s total share capital.
Hartwig Löger, Chairman of the VIG Managing Board, said: “The aim of the investment is to enable sustainable and profitable growth for the NÜRNBERGER Group and to support VIG’s long-term growth strategy in the CEE region with the diversification through the special market Germany. With our multi-brand strategy, we offer ideal conditions for
securing the location and maintaining the identity of the strong NÜRNBERGER brand.”
Harald Rosenberger, Chairman of the NÜRNBERGER Managing Board, added: “With VIG we gain a strong partner who shares our values and supports our strategic further development. The partnership will significantly accelerate our transformation and thus also further strengthen our market position.”
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