Intact Insurance Group USA LLC to Acquire Specialty Managing General Agent Highland Insurance Solutions

PLYMOUTH, Minn., June 17, 2022 /PRNewswire/ -- Intact Insurance Group USA LLC (Intact), doing business under the brand name Intact Insurance Specialty Solutions, announced today that it has entered into a definitive agreement to acquire Highland Insurance Solutions ("Highland"), the U.S. construction division of Tokio Marine Highland (TMH), from Tokio Marine Kiln (TMK). Highland is a managing general agent specializing in the builders risk segment of the construction market, and will expand Intact's portfolio of owned distribution assets. The transaction is expected to close in the second half of 2022, subject to regulatory approval and the satisfaction of other closing conditions.

"The acquisition of Highland is well aligned with our global specialty lines strategy and supports our growth, distribution and outperformance objectives," said T. Michael Miller, Chief Executive Officer, Global Specialty Lines, Intact. "Highland has established itself in providing specialized insurance and adds a complementary offering to the more than 20 specialty lines available to our brokers and customers. We look forward to welcoming the exemplary Highland team, led by Rick Girden and Kaileigh Bowe, to Intact."

Brad Irick, CEO of Tokio Marine Kiln, added: "TMK is pleased that the Highland team is joining a company the calibre of Intact where they will be able to continue to build their business and maximize its potential. I would like to thank Rick and Kaileigh personally for their long-standing commitment to the business and support to TMH and TMK."

Highland will operate as a standalone managing general agent, available to serve the risk management needs of its clients and broker partners through its current select markets, and now additionally though Intact.

About Intact Insurance Specialty Solutions: Throughout the United States, Intact Insurance Specialty Solutions' underwriting companies offer a broad range of specialty insurance products through independent agencies, regional and national brokers, wholesalers and managing general agencies. Each business is managed by an experienced team of specialty insurance professionals focused on a specific customer group or industry segment and providing distinct products and tailored coverages and services. Targeted solutions include group accident and health; commercial and contract surety; entertainment; environmental; excess property; financial institutions; financial services; inland marine; management liability; ocean marine; technology; and tuition refund. For further information about U.S. products and services visit: intactspecialty.com.

Intact Insurance Specialty Solutions is the marketing brand for the insurance company subsidiaries of Intact Insurance Group USA LLC, a subsidiary of Intact Financial Corporation (TSX: IFC), the largest provider of property and casualty insurance in Canada, a leading provider of global specialty insurance, and, with RSA, a leader in the U.K. and Ireland. The insurance company subsidiaries of Intact Insurance Group USA LLC include Atlantic Specialty Insurance Company, a New York insurer, Homeland Insurance Company of New York, a New York insurer, Homeland Insurance Company of Delaware, a Delaware insurer, OBI America Insurance Company, a Pennsylvania insurer, OBI National Insurance Company, a Pennsylvania insurer, and The Guarantee Company of North America USA, a Michigan insurer. Each of these insurers maintains its principal place of business at 605 Highway 169 N, Plymouth, MN 55441, except The Guarantee Company of North America USA, which is located at One Towne Square, Southfield, MI 48076. For information about Intact Financial Corporation, visit: intactfc.com.

Forward-looking statements

Certain of the statements included in this press release about the acquisition (the "Acquisition") of Highland by Intact Insurance Group USA LLC ("Intact USA") or any other future events or developments constitute forward-looking statements. The words "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely", "potential" or the negative or other variations of these words or other similar or comparable words or phrases, are intended to identify forward-looking statements. Unless otherwise indicated, all forward-looking statements in this press release are made as of June 17, 2022, and are subject to change after that date.

Forward-looking statements are based on estimates and assumptions made by management based on management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management believes are appropriate in the circumstances. In addition to other estimates and assumptions which may be identified herein, estimates and assumptions have been made regarding, among other things, the receipt of all requisite approvals in a timely manner and on terms acceptable to Intact USA, the realization of the expected strategic, financial and other benefits of the Acquisition, and economic and political environments and industry conditions. However, the completion of the Acquisition is expected to be subject to customary closing conditions, termination rights and other risks and uncertainties, including, without limitation, regulatory approvals, and there can be no assurance that the Acquisition will be completed. There can also be no assurance that if the Acquisition is completed, the strategic and financial benefits expected to result from the Acquisition will be realized. Many factors could cause Intact Financial Corporation or Intact USA's (collectively, the "Company") actual results, financial performance or condition, or achievements to differ materially from those expressed or implied by the forward-looking statements herein, including, without limitation, the following factors:

expected regulatory processes and outcomes in connection with the Acquisition and the Company's business;
the Company's ability to implement its strategy or operate its business as management currently expects;
the Company's ability to accurately assess the risks associated with the insurance policies it writes;
government regulations designed to protect policyholders and creditors rather than investors;
the uncertainty of obtaining in a timely manner, or at all, the regulatory approvals required to complete the Acquisition;
the Company's ability to improve its combined ratio, retain business and achieve synergies and maintain market position arising from successful integration plans relating to the Acquisition, as well as management's estimates and expectations in relation to future economic and business conditions and other factors in relation to the Acquisition and resulting impact on growth and accretion in various financial metrics;
its ability to otherwise complete the integration of the business acquired within anticipated time periods and at expected cost levels;
the Company's dependence on key employees and its ability to attract and retain key employees in connection with the Acquisition;
unfavourable capital market developments or other factors, including the impact of the COVID-19 pandemic and related economic conditions, which may affect the Company's investments, floating rate securities and funding obligations under its pension plans;
litigation and regulatory actions, including with respect to the COVID-19 pandemic;
the Company's reliance on brokers and third parties to sell its products to clients and provide services to the Company and the impact of COVID-19 and related economic conditions on such brokers and third parties;
the Company's ability to successfully pursue its acquisition strategy;
the Company's ability to achieve synergies arising from successful integration plans relating to acquisitions;
the Company's profitability and ability to improve its combined ratio in the U.S. and other regions where it operates;
terrorist attacks and ensuing events;
the occurrence and frequency of catastrophe events, including a major earthquake;
catastrophe losses caused by severe weather and other weather-related losses, as well as the impact of climate change;
the occurrence of and response to public health crises including epidemics, pandemics or outbreaks of new infectious diseases, including most recently, the coronavirus (COVID-19) pandemic and ensuing events;
the Company's ability to maintain its financial strength and issuer credit ratings;
the Company's access to debt and equity financing;
the Company's ability to compete for large commercial business;
the Company's ability to contain fraud and/or abuse;
the Company's reliance on information technology and telecommunications systems and potential failure of or disruption to those systems, including in the context of the impact on the ability of our workforce to perform necessary business functions remotely, as well as in the context of evolving cybersecurity risk;
the impact of developments in technology and use of data on the Company's products and distribution;
COVID-19 related coverage issues and claims, including certain class actions and related defence costs could negatively impact our claims reserves;
general economic, financial and political conditions;
the Company's ability to hedge exposures to fluctuations in foreign exchange rates; and
changes in applicable tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof.

All of the forward-looking statements included in this press release are qualified by these cautionary statements and those made in the section entitled Risk Management (Sections 30-35) of our MD&A for the year ended December 31, 2021 ("Annual MD&A"), the section entitled Risk Management (section 22) of our MD&A for the quarter ended March 31, 2022 and elsewhere in this press release. These factors are not intended to represent a complete list of the factors that could affect the Company. These factors should, however, be considered carefully. Although the forward-looking statements are based upon what management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. Investors should not rely on forward-looking statements to make decisions, and investors should ensure the preceding information is carefully considered when reviewing forward-looking statements contained herein. The Company and management have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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