12/04/2009 : Southeastern Supports the Merger of Sompo Japan Insurance Inc.
and NIPPONKOA Insurance Co., Ltd.

Southeastern Asset Management, Inc. ("Southeastern"), holder on behalf of its clients of approximately 18.0% and 7.8% of NIPPONKOA and SOMPO JAPAN shares respectively, is pleased to announce that it will support the planned merger of NIPPONKOA and SOMPO JAPAN.

Based on our analysis of the merger plan and on our discussions with the managements of SOMPO JAPAN and NIPPONKOA, as well outside Board of Director candidates, we are confident that the prospects of NKSJ Holdings are unique, that the new company can become a best in class global non-life insurance business and that management is committed to achieving this objective.

Southeastern conditioned its support upon three factors that we believed would benefit all stakeholders:

  • The establishment of an independent, shareholder-oriented board.
  • The implementation of a compensation system linked to growth in net asset value per share.
  • A commitment to manage the relationship stocks and investment portfolios for total absolute return with transparency, accountability, and attention to appraisals and long term investment performance.

Southeastern is pleased that management has met these requests. In Southeastern's nearly twelve year involvement with the Japanese non-life industry, the shaping of this merger is the best collaboration between investors and management we have seen.

Southeastern supports the appointment of the six independent outside board members. We believe as a group these directors share our desire to create a best in class global non-life insurance company, grow value per share and have value recognized.

In particular, Southeastern welcomes the appointment of the three independent outside board members we have had the privilege of interacting with. Each has a demonstrated record of stewardship and a relevant business background. Akira Genma, Vice Chairman of the Japan Association of Corporate Directors, and former CEO of Shiseido, was instrumental in the transformation of Shiseido into one of Japan's most shareholder friendly companies. Sumitaka Fujita has deep management experience both as former CFO of Itochu and in his current role as an independent outside director at Nippon Sheet Glass. George Olcott brings an unparalleled background in merger integration, asset management, and cross-cultural communication. At Judge Business School in Cambridge University, he published a book on Japanese corporate governance in an increasingly integrated global workplace. As an outside director and Chairman of the Compensation Committee at Nippon Sheet Glass, he became one of the few non-Japanese nationals to serve on a major Japanese corporate board. As former CEO of UBS Asset Management Japan, he is also experienced at asset management.

Taken together, the Board members and the plans announced by the company represent a quantum leap forward for all stakeholders from the recent past when Japanese insurance boards were dominated by insiders with little experience outside of domestic insurance sales.

Southeastern believes that this change in leadership bodes well for the future of the industry. Relative to our internal appraisals, the stock market valuation has never been cheaper for the non-life sector in general, and NKSJ in particular. Despite emerging from the financial crisis in much stronger condition than most global peers, NKSJ continues to trade at less than half of NAV calculated according to international accounting standards, even as inferior businesses around the world trade between 1.5 and 2.0x NAV.

Southeastern believes that the new Board, together with Management, shares our commitment to building value per share and having value recognized. We believe that this commitment will strengthen NKSJ's customers, employees, and shareholders.

Management has made certain commitments that Southeastern will monitor after the merger. As details on these commitments become clearer, Southeastern will make further comments as needed:

  • Half of the proposed board will continue to be composed of qualified independent outside directors.
  • The establishment of a nomination and compensation committee, the majority of who are outside directors, to ensure transparency in the director appointment and director compensation process.
  • The establishment of an investment committee, the majority of whom are outside and qualified directors, who will regularly advise the board on effectively managing NKSJ's investment assets.
  • The valuation of relationship stocks ("seisaku kabu") to be appraised by third party independent appraisers on an ongoing basis.

Southeastern views these actions as significant steps towards increasing value per share, transparency, and corporate governance. Southeastern looks forward to working with the Management and Board of NKSJ Holdings.

This press release is intended neither to solicit a proxy from any shareholder of NIPPONKOA or SOMPO, nor to provide advice in relation to the exercise of voting rights by any such shareholder of NIPPONKOA or SOMPO. Each shareholder of NIPPONKOA and SOMPO should exercise voting rights using their own judgment and should not rely on information contained in this press release.

Further details on Southeastern's history and approach can be found on the site in Japanese and English at: http://www.southeastern.jp/release/

For further information, please contact:
Orlando Camargo
Ogilvy Public Relations Worldwide (Japan) K.K.
tel. +813-5793-2332