Press Release: Helvetia and Nationale Suisse -2-

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   July 07, 2014 00:00 ET (04:00 GMT)- - 12 00 AM EDT 07-07-14

-2 of 3- 07 Jul 2014 04:00:00 UTC  Press Release: Helvetia and Nationale Suisse merge to create a new Swiss insurance group

Nationale Suisse / Helvetia and Nationale Suisse merge to create a new Swiss insurance group . Processed and transmitted by Nasdaq OMX Corporate Solutions. The issuer is solely responsible for the content of this announcement.

Key details in brief

-- Helvetia Holding AG (Helvetia) presents a public purchase and exchange offer for the shareholders of Swiss National Insurance Company Ltd (Nationale Suisse) valued at CHF 80 per share. Per Nationale Suisse share, Helvetia offers CHF 52 in cash and 0.0680 Helvetia shares to be newly created.

-- The Board of Directors of Nationale Suisse welcomes the offer and unanimously recommends that shareholders take up the public offer.

-- Through the integration of Nationale Suisse, Helvetia becomes the clear no. 3 on the Swiss insurance market with a premium volume of over CHF 5 billion.

-- The foreign activities of Helvetia and Nationale Suisse complement each other ideally. This ensures that the requirements are in place for sustainable growth in selected markets.

-- Nationale Suisse's Specialty Lines will be continued as an independent business area and will be sustainably strengthened through the integration of selected business lines from Helvetia.

-- The life business and international Specialty Lines will be managed from Basel. Moreover, a regional non-life hub will be created at Basel.

-- The cost savings pursued by the Group amount to about CHF 100 million to 120 million annually. These will mainly be achieved by material cost savings and the use of natural staff turnover.

-- It is envisaged that a special pool will be created for measures in connection with the handling of contractual employment obligations and cases of particular staff hardship.

-- Nationale Suisse's management team members will mostly be integrated within the new organisation.

-- David Ribeaud will become a member of the Helvetia Group's management as head of the newly created Speciality Lines business area. Ralph A. Jeitziner as head of Sales and Dr. Armin Suter as head of IT will become members of Helvetia Switzerland's management.

-- Dr Andreas von Planta, Dr Balz Hösly, Dr Peter A. Kaemmerer and Dr Gabriela Maria Payer from Nationale Suisse will become members of the Board of Directors of Helvetia. Furthermore, Dr Hans Künzle will hold the post of second Vice-Chairman of the Board of Directors.

-- Subject to the consent of both companies' shareholders and the competent supervisory authorities, the transaction should be completed in the second half of 2014. Helvetia is expected to publish the offer prospectus on 8 August 2014.

Helvetia and Nationale Suisse have agreed to create a new insurance group. Helvetia is presenting a public purchase and exchange offer for Nationale Suisse shareholders valued at CHF 80 per Nationale Suisse share to this end. The Board of Directors of Nationale Suisse welcomes the offer from Helvetia and recommends that Nationale Suisse shareholders accept it. The collaboration by both companies will create a strong Swiss insurance group with first-class prospects.

Dr Andreas von Planta, Chairman of Nationale Suisse's Board of Directors: "Once it became clear that the structure of our core shareholders was not sustainable and our commercial development could suffer as a result, we decided to enter into a structured dialogue with selected parties. At the end of a systematically managed selection process, we in the Board of Directors unanimously agreed on recommending to our shareholders that they take up the offer from Helvetia.

Helvetia is the ideal partner for Nationale Suisse both at home and abroad. Helvetia and Nationale Suisse both have a long and successful history behind them, a similar company culture and local roots in Basel. We can continue our successful business policy together with Helvetia."

Erich Walser, Chairman of Helvetia's Board of Directors: "Helvetia and Nationale Suisse will be forming a unique insurance group with strong foundations and good prospects for success. By joining forces, we are providing both shareholders and customers alike with a significant upside potential. For the employees, a healthy company with a strong domestic market and international orientation is an attractive employer. Strong capitalisation and stable shareholders base will afford the company the security to consistently and successfully pursue its strategy."

Attractive offer with cash and share percentage

For the merger, Helvetia Holding AG (Helvetia) is presenting Nationale Suisse shareholders with a public purchase and exchange offer for all shares in Swiss National Insurance Company Ltd (Nationale Suisse) in the public domain, with the exception of the share package already held by Helvetia, which amounts to 18.7 percent. The offer price of CHF 80 per Nationale Suisse share implies a bonus of 26 percent on the closing price of the Nationale Suisse share on 4 July 2014 and is broken down into a cash component of CHF 52 (65 percent) and a share component of 0.0680 newly issued Helvetia shares (CHF 28; 35 percent). Thanks to the share component, Nationale Suisse's shareholders also benefit from the value appreciation of the new insurance group.

Nationale Suisse's shareholder structure no longer sustainable

After the massive changes to the shareholder base in 2012 and 2013, the Board of Directors of Nationale Suisse has been forced to recognise that the shareholder structure with strong, competing core shareholders is not sustainable. There were specific disadvantages in terms of difficulties in day-to-day business, conflicts of interest among shareholders and ongoing takeover speculations with the resulting insecurity these provoked, particularly among staff. The Board of Directors therefore decided to enter into a structured dialogue with potential partners.

As part of this process, the offer from Helvetia has proved attractive in every regard, providing a complete package that gives shareholders and a large proportion of employees real perspectives and customers continuity and security.

Helvetia and Nationale Suisse - a unique company on three strong pillars

The insurance group resulting from the merger of Helvetia and Nationale Suisse will generate a volume of premiums amounting to around CHF 9 billion and boasts a profit potential of more than CHF 500 million. Thanks to its strong position in Switzerland, attractive European market units and the particular focus on international Specialty Lines, the new group combines the proven strengths of both companies and thus creates the ideal prerequisites for healthy development. The new company will bear the Helvetia brand.

Helvetia - a leading all-lines insurer in the domestic market

With a consolidated top-three position and a market share now well over ten percent, Helvetia is a leading Swiss all-lines insurer in Switzerland. With a premium volume of over CHF 5 billion, the domestic market remains the main pillar of the merged group. The good balance of life and non-life insurance, combined with varied customer channels including a comprehensive field sales division, unique collaborations with banks and the direct insurer smile.direct, offers the ideal prerequisites for successful further development. There are plans for the rapid realisation of a new joint range of products and services.

Foreign activities to be strongly reinforced

Helvetia and Nationale Suisse's activities abroad complement one another perfectly and will lead to a strengthening of the group in the most important European retail markets, with a cumulative premium volume of CHF 3 billion. In addition, there is potential for synergy and integration in the Spanish and Italian markets with simultaneous distribution of sales activities and strengthening of local competences.

The group's stronger position will also support the perception of "Swissness" in the individual countries.

The group will be active with its own businesses in Germany, Italy, Spain and Austria. The strategy for Belgium is still under thorough review. As before, all strategic options remain open here.

Specialty Lines to drive growth in future as well

The area of Specialty Lines will bring together the marine/transport insurance, engineering, art and active reinsurance divisions of Helvetia and Nationale Suisse. This includes the current Helvetia France, which is the number two in the French transport insurance market. Helvetia intends to continue the success story both companies have enjoyed in these business areas, but on an enlarged basis with a premium volume of around CHF 1 billion, and with greater subscription capacity at the same time. The Specialty Lines division will be run from the location of Basel. Cooperation in sales activities will take place with the local country units in Switzerland and in Europe, and will also include the Nationale Suisse locations in Liechtenstein, Turkey, Asia and Miami.

Value appreciation through the bundling of strengths

Thanks to the increased premium volume, the merger of Helvetia and Nationale Suisse offers considerable economies of scale and scope. In the medium term this will result in better opportunities for growth, an improved risk profile and cost-savings amounting to between CHF 100 million and 120 million annually. After the merger, the joint group will employ 7 000 people. Helvetia places great value on ensuring a balance between utilizing synergies and maintaining the social capital. Taking into account the natural attrition rate of around 5 to 10 per cent per annum, a considerable part of the personnel-related efficiency gains in the coming two to three years can be achieved by not replacing staff. (MORE TO FOLLOW) Dow Jones Newswires

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-3 of 3- 07 Jul 2014 04:00:00 UTC  Press Release: Helvetia and Nationale Suisse -2-
This will mean that a considerable part of the efficiency gains can be realised in a way that avoids redundancies. If structural redundancies lead to further job cuts, these situations will be dealt with in a way that is fair and socially acceptable. In addition to this, considerable efforts will be made to implement material cost savings, since many now redundant tasks (e.g. IT, marketing, logistics) can be reduced considerably in future.

Joint management boards

Representatives of both companies will work together at the most senior management level of the enlarged Helvetia Group to best ensure the successful development of the new business.

The Board of Directors is being reinforced with the selection of Dr Hans Künzle as the future second Vice-Chairman and the inclusion of the former members of Nationale Suisse's Board of Directors Dr Andreas von Planta, Dr Balz Hösly, Dr Peter A. Kaemmerer and Dr Gabriela Maria Payer. Erich Walser will continue as Chairman.

The management of the new Helvetia Group will be strengthened with the addition of David Ribeaud, who will be in charge of the newly formed Specialty Lines division in future. The chairmanship of Stefan Loacker (CEO) and the other positions will remain unaltered.

Future key positions in the management of the areas of Switzerland, Europe and Specialty Lines as well as group functions will also be filled by managers from both the original companies. It has already been decided that Ralph A. Jeitziner will take on the role of Sales Director and Dr Armin Suter that of IT Director in the management of Helvetia Switzerland.

Appointments to central positions will be made according to objective criteria by an HR committee with equal representation of both companies. Here as well, the fundamental principle of equality between Helvetia and Nationale Suisse applies.

Helvetia and Nationale Suisse will form a joint integration team that will prepare the precise implementation of the merger of both companies over the next few weeks.

Dr Hans Künzle, CEO of Nationale Suisse, concludes with the following statement: "I am convinced that the decision to join Helvetia offers the best prospects for all involved, but in particular for our employees. I am fully aware that today's announcement will also raise fears and concerns. However, I became convinced during various meetings with Helvetia representatives that they have an interest in conducting the integration process fairly and openly."

Location of Basel with central functions

The Group's headquarters will remain in St. Gallen. The headquarters of the domestic market of Switzerland is in Basel, as is the group function Investment. The Specialty Lines division will be run as an independent business division from the location of Basel. Basel will remain home to the life, medical/accident and European travel insurance divisions. Furthermore, a regional non-life hub will be set up in Basel.

Provisional time plan

7 July 2014: Advance notification of the public purchase and exchange offer

8 August 2014: Publication of the offer prospectus

25 August - 19 September 2014: Offer floating period

26 September - 10 October 2014: Grace period

20 October 2014: Completion

Invitation to the press conference

Invitation to the analysts' conference

-- A joint press conference by Helvetia and Nationale Suisse including a conference call in German will be held today, Monday, 7 July 2014, at 10.00 a.m. The press conference will take place at SIX Group Services AG, ConventionPoint, Selnaustrasse 30, 8021 Zürich. Members of the press can dial in from 9.45 a.m. by calling +41 (0)58 310 50 00.

-- A joint analysts' conference by Helvetia and Nationale Suisse including a conference call in English will be held at 12.00 noon at the same place. Analysts can dial in from 11.45 a.m. by calling +41 (0)58 310 50 00 (Europe), +44 (0)203 059 58 62 (UK).

-- A repeat of both conferences will be available online at www.helvetia.com from about 4.00 p.m. The advance notice of the public purchase and exchange offer and the slides for the press and analysts' conference can be downloaded immediately online at www.helvetia.com/tender-offer.

Nationale Suisse was advised by Credit Suisse and N+1 Swiss Capital.

Brief profile

Nationale Suisse is an innovative, international and independent Swiss insurance group providing first-rate risk and pension solutions in non-life and life business as well as a growing number of tailored specialty lines products. Consolidated gross premiums came to CHF 1.5 billion in 2013. The Group comprises the parent company and about 20 subsidiaries and branch offices for focused product lines in Switzerland, Italy, Spain, Germany, Belgium, Liechtenstein, Turkey, Asia and Latin America. The headquarters of Swiss National Insurance Company Ltd are in Basel. Nationale Suisse is listed on the SIX Swiss Exchange (NATN). On 31 December 2013, the Group employed 1 918 staff (full-time equivalents).

Information Remo Meier Nationale Suisse Investor Relations Steinengraben 41 Phone +41 61 275 22 45 4003 Basel Fax +41 61 275 22 21 Switzerland investor.relations@nationalesuisse.com www.nationalesuisse.co m/investor-relations

Jonas Grossniklaus Nationale Suisse Media Relations Steinengraben 41 Phone +41 61 275 28 11 4003 Basel Fax +41 61 275 22 21 Switzerland media.relations@nationalesuisse.com www.nationalesuisse.co m/media-relations

Key dates Publication of the Interim Report 03.09.2014 Media conference to announce interim financial results 03.09.2014 at Widder Hotel, Zurich Financial analysts' conference at Widder Hotel, Zurich 03.09.2014

Disclaimer and exclusion of liability

The purpose of this press release is to inform the public about certain events or developments arising from the company's business. The information published in this article is not an advertisement, offer or recommendation to engage in transactions involving securities or other products of Nationale Suisse or any other type of transaction. This press release may contain certain forward-looking statements. Even if these forward-looking statements reflect the opinion and expectations of Nationale Suisse, a number of risks, uncertainties and other important factors may lead to actual developments and results differing strongly from the expectations of Nationale Suisse. It is pointed out expressly that the statements and projections contained in this press release are selective in nature. Nationale Suisse provides no guarantee, either explicitly or implicitly, regarding the accuracy and completeness of the statements and forecasts published in this press release. Neither Nationale Suisse nor its executive bodies or senior managers accept any liability for any damage or losses arising directly or indirectly from the use of this press release. Unless otherwise provided by applicable binding law Nationale Suisse is under no obligation to update or amend the statements contained in this press release, be it in response to new information, future events or any other reasons.

Updated post-publication information is available on our website www.nationalesuisse.com. You may find further details and forecasts about the business of Nationale Suisse there.

Press Release: http://hugin.info/100296/R/1811658/627701.pdf

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.

The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Nationale Suisse via Globenewswire

HUG#1811658

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Nationale Suisse

Steinengraben 41 Basel Switzerland

WKN: 1081197;ISIN: CH0010811971;

http://www.nationalesuisse.com (END) Dow Jones Newswires

   July 07, 2014 00:00 ET (04:00 GMT)- - 12 00 AM EDT 07-07-14