A wholly owned subsidiary of Sompo International Holdings (SIH) has agreed to acquire all outstanding Class A ordinary shares of Aspen Insurance in a $3.5 billion deal.
The transaction has reportedly been unanimously approved by both companies’ Boards of Directors and is anticipated to close in H1 of 2026. As expected, it is subject to certain customary closing conditions for a transaction of this type, including the receipt of antitrust and insurance regulatory approvals, consents and expiration of applicable waiting periods.
Sompo said that under the terms of the merger agreement, each issued Class A ordinary share of Aspen will be converted into the right to receive $37.50 in cash at closing.
This consideration is said to represent a 35.6% premium to the unaffected share price of $27.66 on August 19, 2025, as well as a 24.6% premium over Aspen’s unaffected 30-day volume-weighted average price as of August 19, 2025, the last full trading day prior to speculation about the transaction.
Sompo noted that the deal will enhance its portfolio diversification and global scale, broaden revenue streams and capital management options, and strengthen its overall financial profile.
Morgan Stanley is acting as exclusive financial advisor, Skadden, Arps, Slate, Meagher & Flom as legal advisor, and Kekst CNC as strategic communications counsel to Sompo.
Meanwhile, Goldman Sachs is serving as lead financial advisor to Aspen, with Insurance Advisory Partners as additional financial advisor and Sidley Austin LLP as legal advisor.
Mikio Okumura, Sompo Group CEO, commented, “In pursuit of realizing Sompo’s Purpose, we have been striving to enhance further resilience and to promote ‘Connect and Be Connected.’
“To accelerate capital circulation management and collaboration across the Sompo Group, we established Sompo P&C and appointed James Shea as its CEO. This transaction is an excellent example of those initiatives in action.
“I would like to express my sincere appreciation for the successful realization of this transaction, made possible through the full utilization of the diverse capabilities and market intelligence of the SIH executive team, Jim’s leadership, and the close collaboration with Sompo Holdings.”
James Shea, CEO of Sompo P&C, said, “Strategic acquisitions have been a key part of our growth plan to build a robust and diversified global P&C platform, and Aspen represents an excellent opportunity at the right time in the market cycle.
“We look forward to welcoming the team from Aspen as we bring our organizations together, recognizing that the property/casualty market continues to value platforms that can underwrite and manage capital and risk at scale – and with exceptional skill.”
Mark Cloutier, Aspen Group Executive Chairman and Group CEO, added, “Sompo is a highly regarded brand, and through this process, it has become clear that they represent a long-term owner for Aspen that respects our business and shares our values and ethos.
“This transaction represents an excellent outcome for Aspen and our shareholders, while Sompo’s scale and capital strength will create significant opportunities for our customers, trading partners and colleagues.
“The significant 35.6% premium to our unaffected share price reflects the quality Sompo sees in our team, the depth of the Group’s distribution relationships and the strength of the franchise that we have built across insurance, reinsurance and Aspen Capital Markets.
“We look forward to sharing more details as we work towards completion, while maintaining our focus on continuing to deliver great service and products for our customers.”
