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Century Equity Partners and WT Holdings are backing the new venture.
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The US government reportedly has around 20 attorneys at work in case it decides to sue to block the deal.
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The carrier cut back its treaty limit by around 13% and lowered its deductible.
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The transaction will create London’s largest independent specialty and wholesale broking business.
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The merging brokers have also agreed a two-year non-compete agreement on transferring Willis business.
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There are few areas of overlap in the Willis Re-Gallagher Re combination but some details to be ironed out on the new executive team.
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The AJG CEO vowed to invest in Willis Re assets while stressing the quality and security of the team.
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The buyer says the deal involves revenue of about $1.3bn and earnings of around $357mn.
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The merger partners are working towards a third-quarter completion after a side-deal they say addresses EC concerns.
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CEO Talbir Bains founded the business in 2017 with backing from the market’s largest ILS manager.
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The cat bond will renew an expired 2017 multi-peril deal for the US insurer.
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The regulator had previously set a 27 July deadline after the merger partners offered divestments to secure regulatory approval.