Japanese property and casualty (P&C) insurer Mitsui Sumitomo Insurance Company (MSI) has acquired beneficial ownership of at least 12.5% of WR Berkley Corporation’s common stock.
The move follows MSI’s agreement with the Berkeley family, which includes a company and trust owned by members of the family.
No shares of MSI were purchased from the Berkeley family or company.
According to the announcement, under the agreements, “MSI shares will be voted in accordance with the recommendations of the Berkeley family, except that, under limited circumstances, MSI shares will be voted in the same proportion as all non-MSI shares.”
The transaction is expected to close in the first quarter of 2026.
The company notes that the agreements between MSI and the Berkley Family are fully described and qualified by the full text of those agreements, which are attached as an exhibit to the company’s Form 8-K filed in March.
It was previously announced that upon completion of the acquisition, the Berkley family will recommend and elect MSI designated directors to the WR Berkley Board of Directors, subject to review and approval by the Nominating and Corporate Governance Committee of the Board.
It was also confirmed that the agreement between MSI and the Berkeley family will not have any impact on the day-to-day operations of WR Berkeley nor will it reduce the Berkeley family’s commitment to the company.
It is the intention of the Berkley family to continue to have two representatives on the WR Berkley board of directors.
MSI also agrees with WR Berkley’s customary stall limits, which are enforced directly by the company.
