Onex to acquire 63% interest in Convex for $3.8-billion

Mr. Bobby Le Blanc reports ONEX ANNOUNCES TRANSFORMATIONAL INVESTMENT AND NEW STRATEGIC RELATIONSHIP TO DRIVE ENTERPRISE GROWTH AND SHAREHOLDER VALUE Onex Corp. is making a transformational investment and has entered a new strategic relationship to accelerate growth and drive enterprise value creation. The benefits to Onex include: The acquisition of a market-leading specialty property and casualty insurance and reinsurance business with a proven management team that is positioned for continued strong growth; Onex was a founding investor in Convex Group Ltd. in 2019 through Onex Partners V and has worked closely with Stephen Catlin, Paul Brand and the Convex management team to build the business into a highly successful, fast-growing and profitable organization; A strategic investment by American International Group Inc., one of the world's leading insurance companies, to acquire a 9.9-per-cent stake in Onex; AIG will invest $2-billion of new fee generating assets under management in Onex's private equity and credit strategies, consistent with its investment guidelines; A more efficient future deployment of Onex's balance sheet, with continued flexibility for deployment into core areas of expertise, to drive strong long-term investing capital growth. "Today's announcement is a logical and foundational step forward for Onex," said chief executive officer Bobby Le Blanc. "With these transactions, we are bolstering our already significant position in the insurance sector, securing the support of one of the world's largest insurers, accelerating profitability of our asset management business and facilitating future growth in our investing capital." Transaction overview Onex and AIG have entered into an agreement to jointly acquire the entire interest held by Onex Partners V and its co-investors in Convex. Following the acquisition, Onex and AIG will own approximately 63 per cent and 35 per cent, respectively, of Convex, with the rest held by the Convex management team. The acquisition values Convex at a $7-billion equity valuation, representing 1.9 times third quarter 2025 tangible book value. Mr. Catlin, Mr. Brand and the Convex management team founded Convex in 2019 as a de novo insurer in partnership with capital provided by Onex Partners V and its co-investors. Since that time, Convex has rapidly grown into a leading specialty property and casualty (re)insurer with: Up to $6-billion of expected gross premium written in 2025; 25-per-cent compound annual growth in gross premium written over the past three years; and 18-per-cent average return on equity over the past three years. The Convex management team will retain a significant economic interest in the business, ensuring strong continuing alignment with Onex and AIG. A portion of Convex's investment portfolio is currently allocated to Onex-managed funds, and that is expected to increase over time. In connection with the transaction, AIG has agreed to subscribe for a 9.9-per-cent interest in Onex's subordinate voting shares, concurrent with the closing of the Convex acquisition, for proceeds totalling approximately $600-million. AIG will also make capital commitments of $2-billion to strategies managed by Onex over a three-year period, driving a significant benefit to Onex's fee-related earnings. AIG will enter into an investor rights agreement that, among other things, includes a minimum three-year lock-up on the shares acquired, customary standstill provisions and the right to nominate a director to Onex's board, mutually agreed upon by Onex and AIG. Onex intends to use the proceeds from the AIG subscription to finance the acquisition. "With AIG and Convex, two outstanding and world-class organizations, we are ready to enter a new phase of growth and innovation that will bring value to all stakeholders," added Mr. Le Blanc. "We strongly believe that the expertise and capabilities across all three organizations are truly greater than the sum of the parts." Peter Zaffino, chairman and chief executive officer, AIG, commented: "With Onex Corp., Convex's primary shareholder, we are building a strategic relationship with an outstanding team, led by CEO Bobby Le Blanc, that has significant experience investing in highly specialized insurance assets. I am pleased that Onex has committed to increasing its ownership share of Convex, preserving Convex's independence for the long term. AIG will also benefit from preferred access to Onex's world-class investment funds, and I look forward to working with Bobby and his talented team as they continue to make strategic investments in various sectors." Stephen Catlin, executive chair of Convex Group, said: "In six years, the team at Convex has built an extraordinary business. We have become a major player in global specialty insurance and reinsurance, with annual premium income up to $6-billion and operations in a range of global jurisdictions. We've known Peter Zaffino for over 20 years in numerous leadership roles. We greatly admire the contribution he has made to the industry as a whole, and, together with the outstanding team, he has built, at AIG, the successful execution of his strategic vision, positioning AIG for growth and delivering attractive risk adjusted returns for AIG shareholders. This transaction secures the long-term independence of Convex and presents a range of exciting strategic opportunities. We would like to thank our founding shareholders, including Onex, for their unwavering support in establishing and growing the business, and our other supporters within the insurance market. Without them we would not be where we are today." Paul Brand, chief executive officer of Convex Group, added: "This is a hugely exciting development for Convex. The Convex team have worked incredibly hard over the last six years to build a world-renowned insurance company, and we see this transaction as the start of the next chapter in our journey. We are delighted to continue our productive partnership with Onex, and that they have decided to make this considerable investment from their own balance sheet. We are also excited to begin a new relationship with AIG. This transaction positions us better than ever to service our clients and brokers, and take advantage of future market opportunities." Financial consideration Pursuant to the acquisition, Onex will acquire a 63-per-cent equity stake in Convex for approximately $3.8-billion. Onex intends to roll over its existing interest in Convex of $700-million, with the rest financed through $1.5-billion of cash on Onex's balance sheet and pending asset sales, $1.0-billion of debt financing secured on existing private equity and credit assets, and $600-million of equity financing proceeds from the AIG subscription. Following the completion of all transactions, Convex is expected to account for 42 per cent of Onex's investing capital and become a key contributor to future shareholder value creation. The transaction is expected to close in the first half of 2026, subject to customary regulatory approvals. Additional information A presentation with additional information on today's announcement is available on the home page of the Onex website. As a reminder, Onex will release its third quarter 2025 results on the morning of Friday, Nov. 7, followed by a live webcast at 11 a.m. ET, to discuss the third quarter results and this transaction. A link to the webcast and on-line replay will be available on Onex's website. Onex was advised by Goldman Sachs & Co. LLC as lead financial adviser and Latham & Watkins and Torys as legal advisers on the transaction. About Onex Corp. Onex invests and manages capital on behalf of its shareholders and clients across the globe. Formed in 1984, it has a long record of creating value for its clients and shareholders. Its investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, banks, insurance companies, family offices and high-net-worth individuals. In total, Onex has approximately $55.9-billion in assets under management, of which $8.4-billion is Onex's own investing capital. With offices in Toronto, New York, New Jersey and London, Onex and its experienced management teams are collectively the largest investors across Onex's platforms. Onex is listed on the Toronto Stock Exchange under the symbol ONEX. About Convex Group Ltd. Convex is an international specialty insurer and reinsurer focused on complex specialty risks across a diverse range of business lines. Convex occupies a unique position in the insurance industry combining unrivalled experience, reputation and a legacy free balance sheet. Convex operates out of London, Bermuda, Luxembourg and New Jersey. The company has an A (excellent) A.M. Best rating and an A S&P rating. About AIG Inc. AIG is a leading global insurance organization. AIG provides insurance solutions that help businesses and individuals in more than 200 countries and jurisdictions protect their assets and manage risks through AIG operations, licences and authorizations, as well as network partners. We seek Safe Harbor.