W. R. Berkley Corporation confirmed on March 27, 2025, that Mitsui Sumitomo Insurance Co., Ltd. (MSI) intends to purchase 15% of the company’s outstanding common stock through open market purchases or private transactions with third parties. The Berkley Family will not be selling any of its shares to MSI, nor will MSI be purchasing any shares directly from the company.
MSI has entered into an Investment and Voting Arrangement with a company owned by members of the Berkley family and trusts for their benefit, which holds approximately 16% of the company’s outstanding common stock. This arrangement outlines how MSI's shares will be voted.
Under the terms, once MSI acquires 4.9% of the outstanding common stock, it agrees to vote those shares according to the Berkley Family's recommendations, with limited exceptions. This ensures alignment on key corporate governance matters.
Furthermore, upon MSI acquiring at least 12.5% of the outstanding shares, the Berkley Family agrees to recommend the nomination and election of an MSI director designee to W. R. Berkley’s Board of Directors. This is subject to review and approval by the Board’s Nominating and Corporate Governance Committee.
W. Robert Berkley, Jr., President and CEO, stated that MSI's significant investment validates the company's outstanding performance and growth trajectory. He also expressed excitement about leveraging MSI's international presence to drive sustainable stockholder value.
Shinichiro Funabiki, President and CEO of MSI, highlighted W. R. Berkley's first-class track record in the U.S. specialty market as a key attraction for the investment. He looks forward to utilizing MSI's network in Japan, Asia, and other selected markets to foster sustained growth. The investment is subject to customary regulatory approvals and is anticipated to be completed by the end of March 2026.
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