Topdanmark — M&A Activity 2023

Mar 16, 2023

Acquisition of Oona Health A/S

Topdanmark

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Oona Health at a glance

Market leading (#1) health insurance provider in Denmark

• Oona Health is a specialised Danish¹ health insurance group with a market share of ~16% in 2021 within private health insurance products
• Through its subsidiary, the insurance company Dansk Sundhedssikring, the group provides health insurance to 530k individuals, primarily through customer relationships with 15k companies
• Distributed via brokers, pension companies and directly, Oona Health offers health insurance to companies and their employees
• The group's core offering includes i) Primacare – a high quality health service and network provider with +800 clinics in the network, and ii) FIDIMI – a digital-based health platform helping individuals and companies prevent serious health risks
• Since inception, Oona Health has been on a continued growth journey with strong double digit premium growth (CAGR of 24% in the last 3 years)
• Oona Health is headquartered in Herlev, Denmark and employs a total of 211 FTEs

Note: 1) Denmark is the core market with a limited presence in Sweden since 2021; 2) Denmark only

2 Topdanmark

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Transaction details

Transaction value

• Purchase price of DKK 2.25bn

Transaction perimeter

• Oona Health Group (including holding companies and subsidiaries)
• Sellers include AnaCap Financial Partners and a number of minority shareholders

Closing of the transaction

• Expected closing of the transaction in the second half of 2023
• Conditions precedent to closing includes approval from the Danish FSA, the Competition Authorities and the Danish Business Authority

Financing of the transaction

• The transaction will be financed by available excess capital
• As a consequence of the transaction, the proposed dividend for 2022 will be reduced to DKK 31 per share

3 Topdanmark

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+10% higher operating EPS¹

Positive impact on premium growth

Positive impact on combined ratio

Marginal impact on SCR

Financial impact on Group KPIs (2024E)

Oona Health to continue as a separate entity post completion of the acquisition with management and certain key employees to be minority shareholders (2-3% of Oona Health)

Strong synergy potential in the transaction, primarily driven by top-line synergies (with limited expected cost synergies)

Assuming closing as at 31 December 2023, limited impact on 2023E financials

Notes 1) Operating Earnings Per share : EPS adjusted for amortisation of intangible assets related to brands and customer relations and excluding intergration and transaction cost

Topdanmark

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Transaction perimeter

5 Topdanmark