November 21, 2008
Tokio Marine Holdings, Inc.
2-1 Marunouchi 1-chome, Chiyoda-ku, Tokyo
TSE code number: 8766
Approval of Japan FSA regarding the Acquisition of
Philadelphia Consolidated Holding Corp.
Further to our announcement on 23 July, 2008, Tokio Marine Holdings, Inc. ("TMHD") (President: Shuzo Sumi) are pleased to announce that we have obtained approval from the Financial Services Agency of Japan on November 21, 2008, in respect of the acquisition of the Philadelphia Consolidated Holding Corp. ("Philadelphia Consolidated", a U.S. property & casualty insurance group), through TMHD's wholly owned subsidiary, Tokio Marine & Nichido Fire Insurance Co., Ltd.
The acquisition was subject to approval of Philadelphia Consolidated's shareholders, and regulatory authorities in Japan and the U.S., as well as the expiration of waiting periods under applicable U.S. antitrust laws.
The shareholders of Philadelphia Consolidated approved the acquisition at the Special Meeting of Shareholders held on 23 October, 2008. Over 77% of the outstanding shares of Philadelphia Consolidated common stock voted, and over 99% of these votes were in favor of the acquisition. The waiting periods under U.S. antitrust laws expired in September. As we received in October approval for the acquisition from the insurance regulatory authorities of Pennsylvania and Florida, where the main offices of Philadelphia Consolidated’s insurance subsidiaries are domiciled, we have now obtained all the necessary regulatory approvals for the acquisition by the approval from the Financial Services Agency of Japan.
Following this circumstance, we anticipate the closing will occur on December 1, 2008.
Cautionary Statement Concerning Forward-Looking Information
Certain statements in this release may constitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward-looking statements. TMHD assumes no obligation to, and expressly disclaim any obligation, to update the information in this release, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.