Mitsui Sumitomo Insurance (MSI), a Japanese property and casualty insurer, has agreed to acquire 15% of the outstanding common stock of W. R. Berkley Corporation. The shares will be purchased from third parties through open market transactions or private agreements.
The agreement was made with a company owned by members of the Berkley family and related trusts, collectively known as the Berkley Family.
MSI will not acquire any shares directly from W. R. Berkley Corporation or the Berkley Family. Instead, it will purchase from third-party holders.
MSI has also formed a voting agreement with a Berkley Family-owned firm that holds around 16% of W. R. Berkley’s outstanding common stock.
Once MSI acquires 4.9% of the stock, it will vote those shares following the Berkley Family’s recommendations. In specific situations, the Berkley Family will vote MSI shares in proportion to non-MSI shares.
When MSI’s ownership reaches 12.5%, the Berkley Family will support the nomination and election of an MSI representative to W. R. Berkley’s Board of Directors.
This nomination will undergo review and approval by the Board’s Nominating and Corporate Governance Committee.
MSI’s investment will not impact W. R. Berkley’s daily operations or reduce the Berkley Family’s commitment to the company. The Berkley Family will maintain two seats on the Board. Additionally, MSI agreed to customary restrictions related to W. R. Berkley, which the company can directly enforce.
Rob Berkley, President and CEO of W. R. Berkley Corporation, expressed respect for MSI, built over years of collaboration through the company’s reinsurance operations.
We have deep respect for MSI developed over years of collaborating with them through the Company’s re-insurance operations. We remain committed to the Company’s long-term success and we welcome the opportunity to have MSI as a shareholder.
Rob Berkley, President and CEO of W. R. Berkley Corporation
He emphasized the investment as a recognition of W. R. Berkley’s strong performance and growth.
“Their significant investment in the Company’s shares is a validation of our Company’s outstanding performance and growth trajectory, and we are excited to have regular conversations with them about opportunities to leverage their international presence to help the Company drive sustainable stockholder value,” Rob Berkley said.
The investment is subject to regulatory approval and is expected to be finalized by March 2026. W. R. Berkley has also signed a cooperation agreement to support MSI with related regulatory filings, approvals, and accounting matters.
Shinichiro Funabiki, President and CEO of MSI, stated that MSI is enthusiastic about investing in W. R. Berkley, attracted by its strong record in the U.S. specialty market.
We are extremely excited to make an investment in W. R. Berkley. Their first-class track record in the U.S. specialty market attracted us in making an investment, and we look forward to bringing our network in Japan, Asia and other selected markets to lead to sustained growth and increased value for both the Company and MSI’s investment.
Shinichiro Funabiki, President and CEO of MSI
He expressed confidence that MSI’s network in Japan, Asia, and other regions would support sustained growth and enhanced value for both companies.
