International insurance group Ageas has acquired the remaining 25% stake in its Belgian subsidiary AG Insurance from BNP Paribas Fortis for a total price of 1.9 billion euros.
The transaction is expected to close in the second quarter of 2026 and Ageas will become the sole owner of AG, a Belgian insurance company operating across multiple channels in the life and non-life insurance sectors.
As part of the deal, Fortis and BNP Paribas Fortis have reaffirmed their long-term bancassurance partnership in Belgium, with BNP Paribas retaining its stake in Fortis. The transaction is subject to regulatory approval.
The partnership covers savings, protection and property and casualty insurance, bringing together the expertise of both parties as Belgium’s leading insurance companies to serve clients.
BNP Paribas Cardif, the insurance subsidiary of BNP Paribas, currently holds a 14.9% stake in Ageas and will inject 1.1 billion euros into Ageas. Based on the agreed price of 60 euros per share, after the transaction is completed, BNP Paribas Cardiff will hold 22.5% of Flowers’ shares, approximately 18.5 million shares.
In addition to the equity placement to BNP Paribas Cardiff, the transaction will be financed through a combination of cash reserves, existing financing facilities and Fortis’ flexibility in the debt capital markets, within the existing mandate.
The transaction will result in net capital gains after tax of €820 million in 2026 and a positive impact of +5 basis points on the post-payment CET1 ratio. In addition, BNP Paribas Group’s net profit will increase by 40 million euros per year.
This transaction is in line with Fortis Group’s Elevate27 objective to focus on inorganic growth through consolidation and cash-generating activities. The transaction is expected to accelerate and enhance Flowers’ Elevate27 financial targets, raising the holding’s free cash flow target from €2.3 billion to €2.6 billion and increasing shareholder remuneration from €200 million to €2.2 billion.
Additionally, the transaction is expected to generate a leveraged return on invested capital (ROIC) of 15-16%. Following the completion of the acquisition of esure earlier this year, this is the second major acquisition, further strengthening Fortis’s presence in two core markets.
Following BNP Paribas Asset Management’s recent integration with AXA IM, the two companies will also establish long-term investment partnerships in certain asset classes, leveraging BNP Paribas Asset Management’s new products for insurance companies and pension funds.
In accordance with the provisions of the Belgian Corporate Governance Code, the two parties will enter into a relationship agreement, which stipulates that BNP Paribas Group’s shareholding in Fortis Group shall not exceed 25% minus one share.
The agreement, valid for five years and automatically renewable, recognizes BNP Paribas as Fortis Bank’s largest shareholder and strategic partner, while respecting Fortis Bank’s identity and strategic vision. BNP Paribas will nominate a representative to the Ageas Board of Directors and retain a representative on the AG Board of Directors in connection with the bancassurance agreement.
Hans De Cuyper, Chief Executive Officer (CEO) of Ageas, commented: “I am delighted to announce that Ageas has achieved this new important milestone and another important step in the implementation of our Elevate27 strategy. Fully owning AG Insurance allows us to further advance our Belgian business, building on our long-term insurance partnership with BNP Paribas Fortis.
“Just one year into the strategic cycle, this transaction marks the second time that we have been able to increase our financial targets under Elevate27. As a group, we continue to chart our path, and BNP Paribas supports our vision as a committed shareholder and actively contributes to the growth of our business. I would like to express my sincere gratitude to BNP Paribas management for their trust in Flowers.”
Jean-Laurent Bonnafé, CEO of BNP Paribas, added: “We see significant growth prospects for BNP Paribas Fortis’ insurance business through our partnership with AG Insurance and the deployment of expertise in the new asset management platform created through the merger of BNP Paribas AM and AXA-IM. We are also pleased to support Fortis’ long-term development under the leadership of Bart De Smet as Chairman and Hans De Cooper.”