J.C. Flowers & Co Acquisition Of Fidea

KKBC Group has reached an agreement with J.C. Flowers & Co. for the sale of its subsidiary Fidea for a total consideration of 243,6 million euros, including 22,6 million euros pre-completion dividend and subject to pricing adjustments on closing accounts.

With this transaction, Fidea will become part of an international well-established private equity group specialised in participations/investments in the financial services sector. Besides Fidea the portfolio of J.C. Flowers & Co. already contains a number of financial groups such as Pension Corporation (U.K.), NIBC Bank N.V. (The Netherlands) and BTG Pactual (Brazil).

Through its investment funds, J.C. Flowers & Co. has owned and operated financial institutions, including insurance companies, across Europe for many years. Laurent Legein, partner, and Tom Vandebosch, senior associate led the Cleary Gottlieb Steen & Hamilton team that acted on behalf of J.C. Flowers & Co. LLC and the investment funds advised by it.  

Credit Suisse represented JC Flowers & Co on the deal reinforcing long standing relationship with JC Flowers . Deloitte JC Flowers & Co LLC and its co-investors acted on behalf of the investors on the deal reinforcing a long lasting relationship. Jérôme Lecoq, partner – Assurance and Pierre Masset – partner - Corporate Finance led the team. They collectively commented: “Over years, Deloitte in Luxembourg has provided due diligence services to this client in relation to different acquisitions in the life insurance sector”.

“Deloitte coordinated from Luxembourg the provision of a multidisciplinary and cross-border expertise which enabled to respond to the different areas of assistance required by our client in order to complete the deal.” Towers Watson was responsible for performing the actuarial valuation of the life and non-life business of Fidea. Karel Goossens, director at Towers Watson in Brussels was overall responsible for the valuation while Jan De Roeck, director at Towers Watson in Brussels was responsible for the life valuation.

Both Karel and Jan have a longstanding relationship with both KBC and Fidea. Particularly challenging in this transaction was making sure non-Belgian market participants would understand the Belgian specific way of dealing with discretionary profit sharing and also the particular application of this by Fidea and the impact it had on value.