INCOME Insurance chairman Ronald Ong had recused himself when Morgan Stanley was appointed as the financial adviser as part of its recent deal with Allianz, the insurer said.
In a statement on Saturday (Jul 27), the insurer said that of its 12 directors, 10 are independent.
“The full board, including all the independent directors, unanimously approved the transaction document entered into by Income Insurance in relation to the offer,” the insurer added.
The statement comes as questions were raised about the appointment of the financial adviser.
Ong was appointed as Income’s chairman in December 2018, and had been working at Morgan Stanley for 20 years at the time. In February 2023, he was appointed chairman and chief executive of the bank’s South-east Asia business.
To recap, Allianz announced on Jul 17 a pre-conditional general offer for 51 per cent of Income Insurance at S$40.58 per share, in a deal valued at S$2.2 billion.
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Allianz will need to acquire 54.7 million shares to reach 51 per cent. NTUC Enterprise Co-operative currently holds 77.98 million shares, or 72.8 per cent of 107.2 million shares. Minority shareholders account for 27.2 per cent.
The insurer reiterated that the board’s steering committee for the transaction has set out certain safeguards to protect the interests of policyholders and minority shareholders.
For instance, it noted that Allianz will continue to honour the terms of existing policies underwritten by Income Insurance, resulting in no impact on customers.
In addition, minority shareholders will be given priority to tender their shares.
“As such, NTUC Enterprise will only tender its shares on the last day of the offer, and only to the extent that will result in the offeror holding at least 51 per cent of the shares of Income Insurance,” the insurer said. It added that NTUC Enterprise will not be able to tender all of its shares in acceptance of the offer and has committed to remaining a substantial shareholder of Income.
