Allianz reportedly abandons NTUC Income acquisition after government’s intervention

Reuters reported on Saturday that German insurer Allianz has abandoned its S$2.2 billion (approximately US$1.6 billion) plan to acquire a 51% stake in Singapore’s Income Insurance Ltd following public backlash and government intervention.

Bloomberg had earlier reported that the deal was on the verge of being scrapped. An official announcement is expected next week, according to a source familiar with the matter.

This contradicts a bourse filing on 14 November by Income Insurance and Allianz, which stated that discussions over the acquisition of a majority stake in the local insurer were still ongoing.

The disclosure was made as part of regulatory requirements following the Singapore government’s veto of the transaction.

The deal’s termination and associated controversies

The acquisition, first announced on 17 July 2024, was intended to position Allianz as Asia’s fourth-largest composite insurer, up from ninth.

However, the proposal faced significant public opposition in Singapore, with critics expressing concern that it would undermine Income Insurance’s social mission of providing affordable insurance, particularly for lower-income groups.

The deal was ultimately halted on 16 October 2024 after Parliament passed an urgent bill within three days to block the transaction.

This followed a ministerial statement on 14 October 2024 by Edwin Tong, Singapore’s Minister for Culture, Community and Youth, where he announced the government’s opposition to the deal and revealed a planned S$1.85 billion capital extraction over three years.

The government criticised the plan, stating it prioritised shareholder returns over Income Insurance’s founding principles.

Minister Tong asserted that the capital extraction plan directly contradicted commitments made by NTUC Income during its 2022 corporatisation.

At that time, NTUC Income had sought and received an exemption under Section 88 of the Co-operative Societies Act, which was approved by Minister Tong.

The exemption allowed NTUC Income to transfer approximately S$2 billion in surplus funds from its cooperative structure to the newly established corporate entity, Income Insurance Ltd.

In his statement, Minister Tong emphasised that the government had reviewed the transaction and found it “not in the public interest” due to its financial structure and potential impact on affordable insurance access.

Critical details left out prior to October

Before the government’s intervention, many had assumed the deal would proceed despite widespread public disapproval.

If the transaction had gone through, Allianz would have acquired 54.67 million shares, representing 51% of Income Insurance, at an offer price of S$40.58 per share, resulting in a total payment of S$2.22 billion. This entire 51% stake would have come from NTUC Enterprise Co-operative Limited’s holdings, reducing its ownership from 72.8% (77.99 million shares) to approximately 21.8% (23.32 million shares).

This significant reduction would have relegated NTUC Enterprise to the position of a minority shareholder, directly contradicting the assurances made during the 2022 annual general meeting that it would retain majority ownership of the corporatised entity.

The deal also included a highly controversial plan to extract S$1.85 billion from Income Insurance’s reserves via a capital reduction exercise. This move, described as part of a “planned capital optimisation,” would have redistributed the extracted funds disproportionately:

Allianz, as the majority shareholder with 51%, stood to receive S$943.5 million while NTUC Enterprise, with 21.8%, would have received S$403 million.

This plan sparked significant criticism, as minority shareholders—who collectively held 27.2%—were apparently not consulted on the capital extraction, despite its potential to deplete Income Insurance’s reserves, and only learned of it through Minister Tong’s revelation.

Critics argued that the exercise prioritised short-term shareholder payouts for Allianz and NTUC Enterprise at the expense of Income’s long-term stability and mission.

In total, NTUC Enterprise could have gained S$2.62 billion in cash from the transaction: S$2.22 billion from the sale of shares and S$403 million from the capital extraction.

NTUC Deputy Secretary-General Desmond Tan disclosed on 16 October 2024 that NTUC’s central committee had not been informed about the S$1.85 billion capital extraction plan until it was publicly revealed.

This lack of communication contrasted starkly with NTUC’s earlier support for the deal.

In a statement issued on 5 August 2024, NTUC President K Thanaletchimi and Secretary-General Ng Chee Meng had publicly endorsed the transaction.

They highlighted Allianz’s commitments to uphold Income’s social mission, continue charitable initiatives, and invest S$100 million over ten years to promote social mobility.

NTUC leadership later clarified that its endorsement was based on incomplete information.

However, questions have arisen about this claim, given that Ng Chee Meng sits on the board of directors and the executive committee of NTUC Enterprise, which owns Income Insurance.

Edit: A correction has been made to the total cash NTUC Enterprise would have obtained if the sale of its shares to Allianz had proceeded.