Rosgosstrakh merger. Rosgosstrakh and Otkritie will create the largest private financial group. Benefits for FC Otkritie

The merger creates the country's largest private financial group. Control over it will go to Otkritie, and the main owner of Rosgosstrakh, Danil Khachaturov, will become a minority shareholder of the new holding. Experts agree that the deal is useful both for Rosgosstrakh, which will be able to raise additional capital, and for the entire Russian economy, which lacks successful examples of mergers in the banking sector.

RBC and Vedomosti wrote about the future merger of two major players in the banking and insurance markets. According to them, the association was initiated by Rosgosstrakh and Khachaturov personally. He was forced to take such a step by the difficult situation in the OSAGO market and the need to raise new funds for business development. It is expected that the client base of the new structure, which is scheduled to come into being in 2017, will be about 50 million people, and assets will exceed four trillion rubles.

According to Vedomosti, the deal will not include the pension business of Rosgosstrakh, the non-state pension fund RGS. It is not yet clear whether RGS-Nedvizhimost will join the merger. Now it has 270 Rosgosstrakh offices and a debt of 28.7 billion rubles on its balance sheet. Despite the fact that Otkritie will gain control over the future group, Rosgosstrakh will continue to develop and manage the insurance sector. It is also known that all members of the combined structure will continue to work under the current brands.

Both parties hope that the merger will help them achieve synergy from combining the expertise of teams and not only: they are going to increase the client base thanks to the developments of Rosgosstrakh, which, in turn, expects to take advantage of the holding's achievements in terms of remote services. Meanwhile, cooperation between "Discovery" and "Rosgosstrakh" has been going on for more than a year. Among the shareholders of Otkritie Bank there are structures associated with Rosgosstrakh: they own 8.7% of the credit institution, another 1% belongs directly to the insurance company, and 7.5% belongs to the trustee of NPF RGS.

Despite this, Khachaturov did not immediately decide to unite with Otkritie. First, he tried to negotiate with Sberbank and VTB. The latter is one of the main shareholders of Otkritie (9.99%), and his first deputy chairman, Yuri Solovyov, last week, together with Khachaturov and co-owner of Otkritie, Vadim Belyaev, met with the head of the Central Bank, Elvira Nabiullina. At the meeting, the future partners told the regulator about their plans and announced the start of a mutual due diligence procedure. As a result, both Sberbank and VTB refused to participate in the deal directly, largely due to the depressing situation on the OSAGO market, which still remains the main direction of Rosgosstrakh (the company until recently accounted for 41% of all transactions with OSAGO in country, now - 25%).

This commitment to OSAGO has already resulted in losses of 15.5 billion rubles in the first half of 2016 (two times more than in the same period a year earlier). In this regard, the insurer announced in autumn its intention to raise an additional 46 billion rubles (about 20% of the authorized capital) through an additional issue. It was planned to conduct it on the open market. In May last year, the Central Bank even suspended the license of Rosgosstrakh for OSAGO due to violations in the sale of policies. “The OSAGO segment is really very unprofitable now, and that is why Rosgosstrakh needs to raise additional capital. The company is the leader in this segment, including in those regions where other insurers did not really want to work because of the high unprofitability,” Aleksey Bredikhin, director of the Financial Institutions Ratings Group at the Analytical Credit Rating Agency (ACRA), told Profile.

In the summer, in the most problematic regions in terms of OSAGO availability (with one insurer for the entire subject of the Russian Federation), the Single Agent program was launched. It was launched by the Russian Union of Motor Insurers (RSA). According to the rules of the program, an insurer present in such a problematic region is obliged to sell the policies of all PCA member companies as an agent (moreover, the company whose policy the car owner gets is determined randomly - by the number of the title). Rosgosstrakh joined the program on the last day, when it was already threatened with sanctions from the PCA - up to the deprivation of a license for OSAGO. “So far, many technical, technological and procedural issues remain open, but if it is possible to find a joint solution to all problems, then the agent can become one of the effective tools for improving the situation on the OSAGO market,” Rosgosstrakh eventually admitted.

“The state is taking measures to stabilize the market, for example, the rule on the priority of compensation in kind. This should improve the financial performance of OSAGO insurers. The process is still underway and is still being considered in the State Duma, but everyone hopes that it will be completed. Apparently, this is why an investor enters this company, provides it with resources that will allow it to survive a difficult period and restore its position in the future. So I can only evaluate the deal with Otkritie positively,” says Bredikhin.

Now Otkritie is one of the few financial groups in Russia without its own insurance business. However, this was not always the case. In 2011, Vadim Belyaev decided to develop this area and founded two companies at once within his financial group: Otkritie Insurance and, separately, Otkritie Life Insurance. Subsequently, the businessman decided to get rid of both assets: Otkritie Insurance, which needed additional capitalization, was bought last year by one of the leaders of Opora Rossii, Alexander Kondratenkov (who renamed the company Opora), and Otkritie Life Insurance was transferred to Rosgosstrakh in September and its subsidiary Rosgosstrakh zhizni.

Then the general director of Otkritie, Ruben Aganbegyan, said that the group decided to "focus on those segments of the financial market in which it occupies a leading position and has significant expertise." “Despite the fact that Otkritie life insurance shows profitable growth, the size of its business is significantly lower than that of the market leaders. Therefore, Otkritie decided to change the format of its presence in this market: not to develop its own life insurance business, but to continue selling insurance products in the offices of Otkritie Bank on a commission basis. Rosgosstrakh called the deal an opportunity to attract a professional team with a high-quality insurance portfolio for relatively little money.

Mergers of major players in the financial sector are extremely rare in Russia, says Jan Art, Vice President of the Rossiya Banking Association. “The main reason is the lack of transparency and incomprehensibility of Russian business. In the banking sector, it is high, but in business in general - alas, no. Therefore, each such transaction attracts special attention. And even among the few transactions, the vast majority are not mergers, but acquisitions. We still know how to absorb each other, but we can't unite and consolidate. Therefore, the actions of the "Discovery" against this background inspire respect. Here we are talking about a merger, albeit with the dominant role of Otkritie. This is a very important example for the future of the Russian economy as a whole. The whole market will watch the deal with interest, especially small banks, which are constantly being called upon to consolidate,” Art said in an interview with Profile.

The fact that the main owner of Rosgosstrakh, Danil Khachaturov, is negotiating the transfer of control over the company, was told to Vedomosti by several bankers and insurers at once. Last Wednesday, for example, Khachaturov in the company of Otkritie Holding co-owner Vadim Belyaev and the first deputy chairman VTB Yuri Solovyov met with the chairman of the Central Bank Elvira Nabiullina, two state bankers and a source close to Rosgosstrakh said. The parties have submitted to the regulator a plan to merge the assets of the Rosgosstrakh group and the Otkritie group, which they have agreed on since the summer of 2016, and are preparing to conduct due diligence of Rosgosstrakh's assets.

While the accession to the "Discovery" of the insurer and the RGS-bank controlled by it is being discussed, a person familiar with both sides of the negotiations specified. The pension business (NPF RGS) will not be included in the deal. Khachaturov will receive a minority stake in Otkritie Holding. According to the interlocutor of Vedomosti, the partners have an idea to make the largest private financial group in Russia with assets of 4-5 trillion rubles. and a client base of 55 million people, according to the plan, the merger will take the whole of 2017. The insurance business will be managed by the Rosgosstrakh team, the banking investment and brokerage business will be managed by the Otkritie team, he says, “businesses will work under existing brands.”

Representatives of Rosgosstrakh and Otkritie declined to comment.

The size of the package that Khachaturov can receive in the combined structure will depend on the financial condition of the company.

OSAGO brought the insurer 15.5 billion rubles. loss in the first half of 2016. Recently, Rosgosstrakh announced an additional issue of 46 billion rubles. (approximately 20% of the increased authorized capital). However, one of the interlocutors of Vedomosti admitted that this could be one of the stages of the upcoming deal. Last week, the S&P rating agency wrote in a review that the insurer's business is still focused on the unprofitable OSAGO market, and it itself depends on the support of shareholders.

Rosgosstrakh and Otkritie are long-term partners. Structures of Rosgosstrakh already own 8.7% of the main bank of the Otkritie FC group. In 2014, NPF RGS acquired a share in the bank's capital using pension savings funds. As of December 8, trustees of the pension fund own 7.5% of the bank's capital, and more than 1% of the insurer itself. The RGS pension fund, which was not included in the deal, previously owned 6.73% of the insurer's shares.

In addition to the fund and the insurer, the group includes the company RGS-Nedvizhimost - it has a bond debt of 28.7 billion rubles. and 270 offices leased by the CSG. Whether it will be attached is not clear, says the source of Vedomosti. The share of real estate in the structure of Rosgosstrakh's assets is above average, but all the objects it owns are real, says Pavel Samiev, managing director of the National Rating Agency.

The businessman also negotiated with VTB and Sberbank, one of the state bankers says, but they refused. “A deal in this configuration looks like a forced one for Khachaturov, since no one expected such a situation in auto insurance,” he adds and points out that the company needs to quickly and radically change the business model, and the investor needs to include possible regulatory risk in the value of the company : Amendments to the law on OSAGO have not yet been adopted.

Rosgosstrakh was called the insurance Sberbank, and its share in OSAGO reached 41%. The company's problems grew along with the deterioration of the situation in this market. The insurer was crippled by the activity of auto lawyers, as well as numerous violations in the sale of policies. In May 2015, the Central Bank suspended the OSAGO license from Rosgosstrakh, which shocked the market. In response, the insurer is steadily reducing its market share.

The main problem for Rosgosstrakh is the unprofitability of OSAGO, Samiev is convinced, especially given that Rosgosstrakh is represented in all difficult regions, and cross-selling to reduce unprofitability cannot be tied to OSAGO. “Any large company with a large share of OSAGO and an extensive regional network is under pressure, and Rosgosstrakh is under the biggest one,” he continues, the insurer needs to attract a large resource in order to survive 2017 if the amendments are not adopted on time about in-kind compensation in OSAGO or they will be ineffective. Next year, according to Samiyev, could be a shock for a number of large companies. But an additional issue of 20% of the shares should be enough to survive it, he believes, moreover, Otkritie is a powerful group that can support any financial business in the event of market problems. Although, of course, there is a risk that at the first stage Rosgosstrakh may bring a loss to Otkritie. But the purchase will give the corporation the opportunity to enter the insurance market with a very powerful infrastructure and immediately take a leading position in many segments - the Otkritie group lacked such a large-scale insurance business, Samiev believes, all competing financial groups, with some exceptions, have insurance companies.

Experts note that such an association has great potential - Otkritie, which is one of the leaders in the Russian financial market, lacked its own insurance business, and the association will help Rosgosstrakh to further strengthen its position, including through the introduction of innovative technologies .

News of the merger made a lot of noise in financial circles last week. And this is not surprising, because a deal of this magnitude is a rare occurrence for an industry where spheres of influence, customers and regions have long been divided among the main players. And the cases when some of the leading corporations in their segments unite can be counted on one hand.

Goal is number one

Information that the companies are preparing to merge assets appeared in the federal press last week - although sources familiar with the situation say that negotiations lasted at least six months, starting in the summer. It was reported, in particular, that shareholders Danil Khachaturov (Rosgosstrakh) and Vadim Belyaev (Opening) recently submitted a merger plan to Elvira Nabiullina, chairman of the Central Bank of Russia - after all, it is the regulator who will have to approve the creation of a new player. Vadim Belyaev will become the main shareholder of the combined structure, Danil Khachaturov will receive a minority stake.

It is known that the assets of the combined group will exceed 4 trillion rubles, the client base - 50 million people, the number of points of sale - about 4 thousand. At the same time, the total number of employees of the company after the merger will be about 100 thousand people. Such indicators are quite comparable with the largest state-owned banks in the country. Of course, this is not the Sberbank of Russia, which employs 330,000 people. But already in the country's second largest state bank, VTB, for example, the number of employees is the same 100,000 people. And the assets of one of the largest state-owned banks - "Rosselkhozbank" - 2.76 trillion rubles. It is also important that today, against the background of the discussed changes in the OSAGO legislation, the prospects of the insurance market players who have experienced some pressure look quite positive.

Without a doubt, it will be a worthy player, comparable in terms of assets and the number of clients with the largest market participants, including state ones, - states Doctor of Economics, Professor Nikita Krichevsky. Both the state and people are interested in improving the reliability and quality of financial services. I believe that this merger will play its positive role just in the field of quality improvement. The domestic financial market needs a certain foundation, a certain basis, which cannot be only state-owned, it must also include private structures. And in this case, we are dealing with a merger that forms such a new dominant.

I agree with this assessment and Chief Analyst of Promsvyazbank Dmitry Monastyrshin.

Such a major player will create competition for government agencies. The situation now is as follows: Sberbank has a large network of branches, VTB, in turn, is implementing a large-scale project with Russian Post, creating Post Bank and significantly strengthening its presence in retail. And now Otkritie, together with Rosgosstrakh, will significantly increase its retail potential. Rosgosstrakh has a large number of branches, more than 3,000 offices - this is the first, the second - about 65,000 agents who themselves will become clients of Otkritie and will be able to sell not only product insurance, but also advise on banking products. And most importantly, Rosgosstrakh has about 43 million customers, this is the widest base among insurance companies, the expert recalled.

At the moment, both companies occupy leading positions in their markets: Otkritie - in the banking, investment and brokerage sectors and in the field of asset management, Rosgosstrakh - in insurance. At the same time, Otkritie has long lacked its own insurance business in order to provide a wider range of financial services. The company even made unsuccessful attempts to develop its insurance division, but in this highly competitive segment it is very problematic to create a truly significant player from scratch today. The merger with the leader of the insurance market effectively solves this issue.

In turn, Rosgosstrakh has long tried to build its own banking business. For this, a separate structure was created - the universal Rosgosstrakh-bank, which provides banking services to individuals and corporate clients. Now, thanks to the merger with Otkritie, the problem of developing the banking business will be addressed at a fundamentally different level.

Professor Nikita Krichevsky I am sure that the merger will benefit both of its participants.

For the bank, this is an expansion of the client base and new products that will be developed jointly with insurers. As for insurers, these are again new services developed jointly with the bank, and additional guarantees that customers of both Otkritie and Rosgosstrakh will receive, the expert said.

Krichevsky also draws attention to the possibility of an easier entry of insurers into the stock market and the release of joint products with a division of Otkritie Bank operating in the securities market.

As in the best financial houses in the world

Thus, the merger of Otkritie and Rosgosstrakh is a natural and logical decision for both companies. The deal will allow them to make a leap in development, in a short time to achieve results that individually each of the companies would have spent years.

The combination of companies creates the potential for further business growth, efficiency gains and cost savings through the management of a single client base, the development of common marketing channels and the creation of synergies in other areas, - said a source familiar with the negotiations.

The new structure will have a fairly strong position, and, most likely, due to this they will be able to attract customers and take away share from competitors. By competitors, I mean small and medium-sized insurance companies and regional banks. Maybe they will be able to take away some of the clients from state-owned banks, - confirms Monastyrshin.

The practice of recent years shows that only the strongest players are successful in the current economic conditions. There are two options to become such - either grow independently (the so-called organic growth), or join forces with other market participants. And in this sense, both companies follow the beaten track: growth through consolidation at the expense of competitors and related companies, through mergers is a long-established global trend.

Thus, in Europe, the formation of multifunctional financial corporations of the “full cycle” began many years ago and has long since proved its effectiveness. Now there are many companies operating there that are successfully engaged in simultaneously lending, insurance and the provision of many other financial services that were previously specialized by individual firms.

It is this integrated approach that professes Societe Generale - a well-known French financial conglomerate, one of the largest in Europe. The company provides banking services to individuals and legal entities, provides investment and brokerage services, manages assets, and also engages in various types of insurance, trade finance and even car rental.

Another example is the British financial holding Lloyds Banking Group, which was formed in 2009 with the merger of Lloyds TSB and HBOS banks. Like its French competitor, it operates in various areas of the financial market, providing banking and insurance services for individuals and large companies.

The assets of all three of the above European groups are in the trillions of euros, and their annual profits are in the billions of euros. This is largely the result of the wide range of services they provide - insurance alone brought Societe Generale 337 million euros net last year. And active mergers and acquisitions helped both structures to take the leading world positions, again - without them, completely different organizations could be on the leaderboards.

Bigger, Better, Stronger

As a result of the merger, Otkritie will gain access to a large number of new customers and the widest regional network of Rosgosstrakh, while Rosgosstrakh will not only have a long-awaited full-fledged entry into the banking market, but also reduce costs and optimize processes, including through advanced digital technologies and developments of Otkritie, which over the past two years has made a real breakthrough in building a digital business and high-tech services for different categories of customers. And, of course, as part of the united company, Rosgosstrakh will receive additional support in the form of a new investor, which should allow it to become even larger.

This can also be facilitated by the early approval by the State Duma in three readings of a package of amendments to the OSAGO Law (primarily an amendment on in-kind compensation for damage), which should put a barrier to auto lawyers and stabilize the situation in compulsory auto insurance: companies will no longer suffer losses, and customers are guaranteed to receive the main what you need insurance for is a well-repaired car.

Experts say that the merger of two such large companies as Otkritie and Rosgosstrakh will take some time - according to calculations, it will take the whole next year. It is expected that in the merged company the Otkritie team, as before, will develop the banking, investment and brokerage business, as well as asset management. In turn, the Rosgosstrakh team will manage the insurance business. That is, everyone will do what he is a specialist in.

And more than others will benefit customers who will have access to all financial products "in one window" - the so-called "financial supermarket". It is also not planned to abandon any of the brands - each of them will remain with the corresponding business segment.

Plus, it will be a player too big to ignore. If today it is possible to neglect, say, the interests of an individual bank or individual insurers, or even more so stock brokers, then tomorrow it will be much more difficult to do this, because a very powerful structure will appear that you like it or not, but you have to reckon with, - adds Nikita Krichevsky.

Obviously, the merger of the two companies will benefit not only themselves, but also the Russian financial sector as a whole. After all, the emergence of such a large private player will increase real competition and can significantly change the balance of power in the financial market. And this means that in the end the consumer wins, for whom they will now fight even more actively than before.