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Slide #3. Tower Group International, Ltd. — ACP Re, Ltd.
Tower Group International, Ltd. (TWGP)
ACP Re, Ltd.
Tower Group International, Ltd. (NASDAQ:TWGP) ("Tower") and ACP Re, Ltd. ("ACP Re") announced today that they have entered into an amendment to the merger agreement entered into by them on January 3, 2014. The amendment, among other things, (1) reduces the per share consideration to be received by holders of Tower's common shares in the merger from $3.00 per share to $2.50 per share, (2) reduces the termination fee that Tower would, under certain circumstances, be required to pay to ACP Re in the event of a termination of the merger agreement, (3) extends to November 15, 2014 both the date by which Tower must hold its shareholders meeting to vote on the merger and the deadline for completing the merger before either party can terminate the merger agreement, (4) excludes from the material adverse effect closing condition any continued adverse results of Tower's operations or deterioration of its financial condition resulting from (a) losses and loss adjustment expenses incurred under new, renewal or in-force insurance and reinsurance related policies, insurance and reinsurance related contracts, and insurance and reinsurance related binders, (b) operating expenses, including acquisition expenses, associated with maintaining Tower's agency relationships, employees and facilities to operate its business in the ordinary course or (c) the insufficiency of Tower's loss reserves (including IBNR reserves), (5) also excludes from the material adverse effect closing condition any effect resulting from facts or circumstances disclosed in any of Tower's previous SEC filings, (6) eliminates the condition that holders of shares representing more than 15% of Tower's share capital shall not have exercised dissenter's rights, (7) provides that the closing condition requiring that each of Tower's U.S. insurance subsidiaries shall have risk based capital that is equal to or exceeds its relevant company action level risk based capital will be deemed to have been satisfied if Tower and its subsidiaries have, on a consolidated basis, sufficient capital that could be reallocated among Tower's insurance subsidiaries so that such condition could be satisfied and (8) provides that all of Tower's representations and warranties in the Merger Agreement will be qualified by disclosures made in Tower's previous SEC filings.
Tower Group International is a holding company. Through its subsidiaries, Co. provides a range of commercial, personal property and casualty insurance products and services to businesses in various industries and to individuals. Co. has three business segments: Commercial Insurance, which provides commercial lines property and casualty insurance products to businesses on both an admitted and non-admitted basis; Assumed Reinsurance, which provides international assumed reinsurance and certain U.S. based assumed reinsurance; and Personal Insurance, which provides personal lines property and casualty insurance products to individuals, and also includes the Reciprocal Exchanges.
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Hold (2.00 out of 4)
(ranked higher than approx. 100% of all stocks covered)
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