TOWER is offering $118 million being $82 per Fidelity share, comprising $55 in cash and $27 in the market value equivalent in TOWER shares.

In accordance with the Takeovers Code, the earliest that TOWER can post and formally make the offer for Fidelity is 15 October 2010.

The terms of TOWER's offer have been based on the limited publicly available information in respect of Fidelity, and TOWER will shortly table a request with the directors of Fidelity for access to certain additional information in relation to the company.

TOWER is hopeful that this request will be positively received by the directors.

The offer represents a small premium to the last traded price for Fidelity of $80, and the inclusion of TOWER shares as well as cash enables Fidelity shareholders to retain an interest in the combined company, but with liquidity not previously available to them.

TOWER chairman Tony Gibbs says "bringing together these two iconic New Zealand controlled life insurance companies underscores the service each has provided to New Zealand policy holders over a long period and will reinforce their ability to compete in an industry where most players are overseas owned".

The proposed offer is subject to certain conditions, including receipt by TOWER of acceptances in respect of a sufficient number of shares in Fidelity to confer 90% or more of the voting rights.

The proposed offer is also conditional upon certain other matters being confirmed in respect of Fidelity's financial position.

Goldman Sachs & Partners is acting as financial advisor to TOWER in relation to this offer.