James Shea, CEO of Sompo P&C, said “Strategic acquisitions have been a key part of our growth plan to build a robust and diversified global P&C platform, and Aspen represents an excellent opportunity at the right time in the market cycle. We look forward to welcoming the team from Aspen as we bring our organizations together, recognizing that the property/casualty market continues to value platforms that can underwrite and manage capital and risk at scale – and with exceptional skill.”
TOKYO/HAMILTON, Bermuda: Sompo Holdings, Inc. (Sompo)announced today that a wholly owned subsidiary of Sompo International Holdings Ltd. (SIH), has entered into a definitive merger agreement to acquire Aspen Insurance Holdings Limited (Aspen) for approximately $3.5 billion.
Aspen provides insurance and reinsurance coverage to clients in various domestic and global markets through wholly-owned operating subsidiaries in Bermuda, the United States and the United Kingdom, as well as its branch operations in Canada, Singapore and Switzerland.
The transaction has been unanimously approved by both companies’ Boards of Directors and is expected to close in the first half of 2026. The transaction is subject to certain customary closing conditions for a transaction of this type, including the receipt of antitrust and insurance regulatory approvals, consents and expiration of applicable waiting periods.
Under the terms of the merger agreement, each issued Class A ordinary share of Aspen will be converted into the right to receive $37.50 in cash at closing. This consideration represents a 35.6% premium to the unaffected share price of $27.66 on August 19, 2025, as well as a 24.6% premium over Aspen’s unaffected 30-day volume-weighted average price as of August 19, 2025, the last full trading day prior to speculation about the transaction.
Aspen brings a leading specialty insurance and reinsurance franchise with more than $4.6 billion in annual gross written premiums centered around specialty product lines and bespoke solutions.
Mikio Okumura, Sompo Group CEO, said, “In pursuit of realizing Sompo’s Purpose, we have been striving to enhance further resilience and to promote ‘Connect and Be Connected.’ To accelerate capital circulation management and collaboration across the Sompo Group, we established Sompo P&C and appointed James Shea as its CEO. This transaction is an excellent example of those initiatives in action.
James Shea, CEO of Sompo P&C, said “Strategic acquisitions have been a key part of our growth plan to build a robust and diversified global P&C platform, and Aspen represents an excellent opportunity at the right time in the market cycle. We look forward to welcoming the team from Aspen as we bring our organizations together, recognizing that the property/casualty market continues to value platforms that can underwrite and manage capital and risk at scale – and with exceptional skill.”
Mark Cloutier, Aspen Group Executive Chairman and Group CEO, said, “Sompo is a highly regarded brand and through this process it has become clear that they represent a long-term owner for Aspen that respects our business and shares our values and ethos. This transaction represents an excellent outcome for Aspen and our shareholders, while Sompo’s scale and capital strength will create significant opportunities for our customers, trading partners and colleagues. ”
“The significant 35.6% premium to our unaffected share price reflects the quality Sompo sees in our team, the depth of the Group’s distribution relationships and the strength of the franchise that we have built across insurance, reinsurance and Aspen Capital Markets. We look forward to sharing more details as we work towards completion, while maintaining our focus on continuing to deliver great service and products for our customers,” said Cloutier.
Key Transaction Benefits
Enhancing portfolio diversification and global scale: Sompo has spent the past several years expanding its P&C business geographically outside the domestic Japanese market to better navigate a dynamic market landscape. Aspen brings deep underwriting expertise across complex specialty lines – such as cyber, credit and political risk, inland marine, U.K. property & construction and U.S. management liability – with long-standing broker relationships.
Furthermore, Aspen has expertise in a variety of global reinsurance lines including casualty reinsurance, property catastrophe reinsurance, other property reinsurance, and specialty reinsurance, while its top-tier Lloyd’s syndicate provides access to complex risks and reinsurance licensing across untapped markets in the Americas, the U.K., Europe, and Asia Pacific. Sompo intends to integrate Aspen’s business with its overseas insurance business to pursue further expansion opportunities together across developed markets.
Expanding revenue streams and capital management options
Aspen provides meaningful exposure to the alternative reinsurance market through its Aspen Capital Markets (ACM) platform. ACM sources capital from third-party investors who Aspen earns underwriting, management and performance fees from primarily through the placement and management of collateralized quota share sidecar vehicles.
ACM brings a highly differentiated product offering, with more than $2 billion in assets under management and 80% of fee income in 2024 generated from non-catastrophe, long-tail lines of business. This platform is expected to significantly enhance Sompo’s approach to capital optimization, providing greater flexibility to manage its risk exposure and reduce earnings volatility.
Strengthening Sompo’s financial profile: Sompo is executing a strategic plan focused on achieving adjusted consolidated ROE of 13-15% and adjusted EPS growth of above 12% in FY2026.
Aspen has taken significant action over the past few years to streamline its portfolio, reduce volatility, and drive financial performance. Further Aspen has enhanced the resilience of its balance sheet through a loss portfolio transfer and adverse development cover for the 2019 and prior accident years.
As a result of these steps, Aspen is expected to be immediately accretive to ROE and make a significant contribution to the Sompo Group. For the twelve months ended December 31, 2024, Aspen delivered a combined ratio of 87.9% and operating return on average equity of 19.4%. Sompo has identified significant cost and capital synergies as a result of this transaction.
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Sompo. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Sompo. Kekst CNC is serving as strategic communications counsel to Sompo.
Goldman Sachs & Co. LLC. is serving as lead financial advisor to Aspen. Insurance Advisory Partners LLC is also serving as financial advisor to Aspen. Sidley Austin LLP is serving as legal advisor to Aspen.