OREANDA-NEWS. The Dai-ichi Life Insurance Company, Limited hereby announces that the Company today entered into a definitive agreement to acquire 100% of the outstanding shares of Protective Life Corporation ("Protective Life"), a U.S. life insurance group listed on the New York Stock Exchange ("the Acquisition"). Subject to approval from Protective Life's shareholders and from relevant regulatory authorities in Japan and the United States, Protective Life will become a wholly-owned subsidiary of the Company. The Acquisition has been approved unanimously by the Board of Directors of Protective Life.

The Company welcomes Protective Life as a new member of the Dai-ichi Life Group ("the Group"). Protective Life will be able to utilize financial resources and global management expertise within the Group. The Group expects Protective Life to act as the Group's strategic growth platform in the North American region, achieving further growth and making enhanced contributions to Group profits, with the help of its strong management team led by Mr. John D. Johns, Chairman, President and CEO of Protective Life.

The purchase price is expected to be USD 5,708 million (USD 70 per share). The purchase price represents a 35% premium to Protective Life's daily average share price for the one-month period until June 2, 2014. After prudent and detailed analysis and review of Protective Life's business operations and assets, the Company considers that this price is fair and reasonable.

The Group will accelerate globalization of its business by acquiring a business foundation in the largest life insurance market in the world.

The Acquisition would enlarge the Group's international business contribution (adjusted net income) to 36% based on simple combination of the results for the latest fiscal year. The Group anticipates the Acquisition, after the effect of an offering pursuant to our shelf registration, will be accretive to earnings per share for the enlarged Group. This combination of life insurance business, both domestic and international, is expected to enable the Group to maintain stable growth in corporate value and accounting profits.

The steady growth in the U.S. life insurance business will representthe latest enhancement to the Group business portfolio after Japan and the Asia Pacific regions, and thus enable the Group to continue operation of a truly diversified business in revenues and profits.

Protective Life's risk profile, other than insurance risks, is dedicated to credit risk which is controlled under strict asset liability management, and that effectively complements the Group's risk appetite.

The Group intends to transform its management structure, lever aging further on the business development in the U.S. after the Acquisition.

Namely, the Group is considering establishment of North American and Asia Pacific regional head quarters, and shifting towards a holding company structure. The Group anticipates utilizing global human resources throughout the organization.

The Group will promote a number of management initiatives to enhance the mid-to long-term growth of Protective Life. For example, the Group will support Protective Life's ongoing efforts including growth and diversification of sales channels, managing of sales representatives, and the TAL Group could share experiences from its direct business. The Group may also boost the scale of Protective Life's acquisition business by the provision of capital resources.

At the same time, the Group could also utilize the extensive expertise of Protective Life.  As discussed above, Protective Life has advanced understanding in the "closed block" acquisition business (including analysis and valuation of insurance contracts and effective post-merger administrative integration) and could play an important part in other parts of the Group business.

Finally, the Company and Protective Life agreed to set up a Steering Committee, where, among other things, topics such as effective interaction of global human resources, effective utilization of financial resources within the Group and development of business with Japanese companies in the U.S. will be discussed.  This committee will formulate concrete initiatives to achieve synergies by combining the strengths of both companies.