American International acquisition history

American General Corporation (NYSE: AGC), a Houston-based leader in U.S. life insurance, retirement savings products and consumer finance, agreed to merge with AIG in an all-stock deal valuing it at about $23 billion. To reach the agreement, American General simultaneously terminated a prior merger agreement with Prudential plc and paid Prudential a $600 million termination fee. The merger was completed on August 29, 2001 when Washington Acquisition Corporation, a wholly owned AIG subsidiary, merged into American General. It remains one of the largest U.S. insurance mergers ever and dramatically expanded AIG's domestic life and retirement platform. approximately $23 billion in AIG common stock; $46.00 per American General share, subject to a collar mechanism, structured as a tax-free reorganization and pooling of interests.

We are very pleased to have reached this agreement with American General, whose leading positions in life insurance, retirement savings products, and consumer finance will enhance AIG's business portfolio, both in terms of products and distribution. The acquisition of American General will significantly strengthen our position in the domestic life insurance market.M.R. Greenberg — Chairman and CEO, AIG

SunAmerica Inc. (NYSE/PSE: SAI), a Los Angeles-based leader in retirement savings and asset-accumulation products led by Chairman/CEO Eli Broad, agreed to merge into AIG in an all-stock transaction valued at about $18 billion. SunAmerica shareholders received 0.855 AIG shares per share, and SunAmerica was to keep its management, name and Los Angeles headquarters within AIG. Eli Broad and Vice Chairman Jay Wintrob were expected to join AIG's board. The parties expected the deal to close in late 1998 or early 1999; it was completed effective January 1, 1999. The deal marked AIG's decisive entry into the U.S. retirement-savings market. approximately $18 billion in AIG common stock; exchange ratio of 0.855 AIG shares per SunAmerica share, structured as a tax-free reorganization and pooling of interests.

AIG is very excited about the agreement we have reached with SunAmerica, an outstanding company and leading participant in asset accumulation products for both the retirement and pre-retirement markets. This transaction positions AIG in a major market.M.R. Greenberg — Chairman, AIG

Validus Holdings, Ltd. (NYSE: VR), a Bermuda-based provider of reinsurance and specialty insurance, was acquired by AIG for $5.56 billion in cash ($68.00 per share) via a merger in which AIG subsidiary Venus Holdings Limited merged into Validus under the Bermuda Companies Act. The definitive merger agreement was signed January 21, 2018 and announced January 22, 2018; the deal closed July 18, 2018. Validus brought a diversified set of franchises: Validus Re (reinsurance), AlphaCat (an insurance-linked securities asset manager), Talbot (a Lloyd's syndicate), Western World (U.S. small-commercial E&S) and Crop Risk Services (North American crop insurance). It was the first major acquisition of the Brian Duperreault era rebuilding AIG's General Insurance business. $5.56 billion in cash; $68.00 per Validus common share, funded with cash on hand.

We are very pleased to welcome Validus to AIG. Validus' experienced team and complementary businesses will help us deliver sustainable, profitable growth as we continue to build value for our shareholders.Brian Duperreault — President and CEO, AIG

We look forward to working with the Validus team on the expanded capabilities and value we can deliver to our clients and broker partners.Peter Zaffino — CEO of General Insurance, AIG

HSB Group, Inc. (NYSE: HSB), the Hartford, Connecticut parent of The Hartford Steam Boiler Inspection and Insurance Company, agreed to be acquired by AIG for 100 percent of its stock in a transaction valued at about $1.2 billion, or $41.00 per HSB share in AIG common stock (with AIG able to elect to pay part in cash). In connection with the agreement, HSB granted AIG an option to purchase up to 19.9 percent of its common stock. The parties expected to close in late 2000 or early 2001, and the deal was treated as a purchase (not a pooling) for accounting. Hartford Steam Boiler is the leading provider of equipment-breakdown (boiler and machinery) insurance and engineering-based inspection services. approximately $1.2 billion in AIG common stock; $41.00 per HSB share (AIG common stock, or at AIG's option stock and cash), treated as a purchase for accounting purposes.

21st Century Insurance Group (NYSE: TW), a California-based direct writer of private-passenger auto insurance in which AIG and its subsidiaries already owned about 60.8-61.9 percent, was taken fully private by AIG. AIG first proposed acquiring the roughly 38 percent publicly held shares on January 24, 2007 at $19.75 per share (about $690 million); it then signed a definitive merger agreement on May 15, 2007 at a raised price of $22.00 per share, or about $813 million, approved by a special committee of independent 21st Century directors. AIG completed the merger on September 27, 2007, acquiring the shares it did not already own so that 21st Century became a wholly owned subsidiary. approximately $813 million in cash for the publicly held minority; $22.00 per share (AIG already owned approximately 60.8%).

Glatfelter Insurance Group, a York, Pennsylvania full-service broker and insurance company providing specialty programs and retail operations, was acquired by AIG on undisclosed terms. AIG announced a definitive agreement on September 21, 2018 and completed the acquisition on November 6, 2018. Glatfelter brought high-quality program-underwriting capabilities, a track record of strong underwriting results and proprietary program-management technology, intended to accelerate AIG's General Insurance Programs business.

Glatfelter Insurance Group is an outstanding strategic fit with AIG, bringing high-quality specialty programs business capabilities, a demonstrated track record of strong underwriting results and proprietary program management technology to our General Insurance operations.Brian Duperreault — President and CEO, AIG

Glatfelter is a terrific strategic fit for us. We look forward to working with Tony Campisi and the Glatfelter team to expand our Programs business.Peter Zaffino — CEO of General Insurance, AIG

AIG acquired GE Edison Life Insurance Company, a Japanese life insurer, from General Electric in 2003. AIG described the deal in its 2003 earnings disclosures: in July 2003 it noted that on completion of the GE Edison Life acquisition, AIG would have the leading foreign life-insurance presence in Japan and a strong distribution platform, and in its February 2004 full-year report it listed the completed acquisition of GE Edison in Japan among the important investments made in 2003. Because AIG disclosed the deal only within quarterly earnings releases (not a stand-alone deal 8-K), the consideration is not stated in the SEC materials reviewed here.

When we complete the acquisition of GE Edison Life in Japan, AIG will have the leading foreign life insurance presence in the marketplace and a strong distribution platform for serving the life, annuity, and accident and health insurance needs of this important market.AIG (2003 second-quarter earnings release)

AIG acquired Ageas Protect Limited, a leading provider of life-protection products in the United Kingdom, in a transaction that closed December 31, 2014; the business was renamed AIG Life Limited. AIG referenced the deal in its fourth-quarter 2014 and first-quarter 2015 earnings releases, where it noted the December 31, 2014 acquisition of Ageas Protect (now AIG Life Limited). The consideration was not stated in the SEC materials reviewed here.

AIG acquired Laya Healthcare, Ireland's second-largest primary health-insurance provider (covering approximately half a million members), in a transaction that closed March 31, 2015. AIG referenced the deal across its early-2015 earnings releases, noting it had agreed to acquire Laya Healthcare and later that on March 31, 2015 it completed the acquisition. The purchase price was not stated in the SEC materials reviewed here.

AIG's UK life business acquired Ellipse, a UK group-protection (group life and income-protection) insurer, from Munich Re. AIG referenced the acquisition in its first-quarter 2019 earnings release, noting that total premiums and deposits increased partly due to the addition of group-protection sales from the acquisition of Ellipse. The consideration and precise closing date were not stated in the SEC materials reviewed here.