Risk Transfer Named to Orlando Business Journal’s Golden 100 List of Privately-Held Companies

Risk Transfer is honored to be a member of Orlando Business Journal’s Golden 100 List of Privately-Held Companies.  Each year, Central Florida companies are ranked by the gross revenue for the most recent year-end. Last year marked a milestone in Golden 100 history with not one, but two, billion-dollar companies on the list.  We look forward to contributing to our community and Orlando Business Journal for years to come.

Click here to see the full Golden 100 Llist

California Workers’ Comp Officials Continue to Praise Reforms

Touting California’s still-young workers’ compensation reform law as a “pragmatic middle” compromise that seems to be working, two of the top officials responsible for the system talked up some of the reform’s finer points on Thursday.

DIR on Thursday also issued an official update on the reforms in conjunction with their pair’s appearance at the conference.

The update states SB 863:

  • Successfully trimmed 3 percentage points off the rate increase, although employers still had to endure an increase of more than 10 percent in their workers’ comp costs;
  • Strengthened California’s self-insurance marketplace by lowering the rate of defaults, thereby reducing costs to all remaining self-insurers;
  • Reduced ambulatory surgery center facility fees from 120 percent to 80 percent of Medicare’s hospital outpatient fee schedule

via California Workers’ Comp Officials Continue to Praise Reforms.

N.Y. DFS Disapproves NYCIRB’s +6.8% Loss Cost Level Change Filing

The New York Compensation Insurance Rating Board (NYCIRB) announced in a bulletin yesterday that the New York Department of Financial Services (DFS) issued an opinion and decision letter disapproving the +6.8 percent workers’ compensation loss cost level change filed with the DFS on May 15, 2014 for an effective date of Oct. 1.

Consequently, the NYCIRB noted, the current loss costs and rating values will remain in effect. Carriers, however, have the option to file revised loss cost multipliers with the DFS.

via N.Y. DFS Disapproves NYCIRB’s +6.8% Loss Cost Level Change Filing.

Wage and Hour Claims Among Top Threats to U.S. Employers

Federal wage and hour lawsuits have reached a surprise record high, according to a report by law firm Seyfarth Shaw LLP.

Cases filed under the Fair Labor Standards Act (FLSA) in have continued to skyrocket in 2013, despite indications that these filings had moderated during the past 12 months, the firm said.

There were 7,764 FLSA cases filed in 2013, up 10 percent from 2012 which saw 7,064 cases filed, according to data from the Federal Judicial Center.

via Wage and Hour Claims Among Top Threats to U.S. Employers.

NCCI data reveal need for new model for workers’ comp claims management |

For workers’ comp underwriting to work, there must be a new model for claims management – a model that fixes the fundamental flaws of the current system. In essence, this new model should include three initiatives:

1. Management, not adjustment.

2. Proactive communication.

3. Expediency.

The future of workers’ comp does not just look sustainable, it looks profitable.

via NCCI data reveal need for new model for workers’ comp claims management |

Another SEC Posting for Tower Group Regarding ACP Acquisition – 7/9/14

http://investors.twrgrpintl.com/sec.cfm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 9, 2014

Tower Group International, Ltd.
(Exact name of registrant as specified in its charter)

Bermuda

001-35834

N/A
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

Bermuda Commercial Bank Building
19 Par-La-Ville Road
Hamilton, HM 11, Bermuda
(Address of principal executive offices)
(441) 279-6610
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⊠ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events
On July 9, 2014, Tower Group International, Ltd. (“Tower”) issued a press release announcing that it has established a record date and a meeting date for a special general meeting of its shareholders to consider and vote upon, among other things, a proposal to approve and adopt the previously announced Agreement and Plan of Merger, dated as of January 3, 2014, as amended, by and among Tower, ACP Re, Ltd. and London Acquisition Company Limited, and to approve the merger contemplated thereby. The special general meeting will be held on Wednesday, August 6, 2014, at 9:30 a.m., local time, at the Fairmont Hamilton Princess Hotel, which is located at76 Pitts Bay Road, Pembroke HM 08, Bermuda. Only Tower shareholders of record as shown on Tower’s register of members as of the close of business on Friday, June 13, 2014, are entitled to notice of, and to vote at, the special general meeting or any adjournment thereof. In addition to the approval and adoption of the merger agreement and the approval of the merger by Tower’s shareholders at the special general meeting, the closing of the merger remains subject to the closing conditions set forth in the merger agreement, including the receipt of required regulatory approvals. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference to this Item 8.01 as if fully set forth herein.

Additional Information and Where to Find It

This communication is not a solicitation of a proxy from any shareholder of Tower. Tower filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”) on July 3, 2014 and has mailed copies of such definitive proxy statement to all of its shareholders of record as of the record date specified above. Investors and shareholders are urged to read the definitive proxy statement and other relevant materials filed with the SEC when they become available because they contain or will contain important information about Tower, ACP Re and the proposed transaction. The definitive proxy statement and other relevant materials (when they become available), and any other documents filed by Tower or ACP Re with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov . In addition, investors and shareholders may obtain free copies of the documents filed by Tower with the SEC by directing a written request to “Investor Relations,” Tower Group International, Ltd., Bermuda Commercial Bank Building, 2nd Floor, 19 Par-la-Ville Road, Hamilton, HM 11, Bermuda, or by email to William E. Hitselberger, Executive Vice President and Chief Financial Officer at bhitselberger@twrgrp.com .

Participants in the Solicitation

The directors, executive officers and other members of management and employees of Tower may be deemed participants in the solicitation of proxies from its shareholders in favor of the proposed transaction. Information concerning persons who may be considered participants in the solicitation of Tower’s shareholders under the rules of the SEC is set forth in the definitive proxy statement filed by Tower with the SEC on July 3, 2014 and in Tower’s Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on May 2, 2014.

Cautionary Statement Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This press release and any other written or oral statements made by or on behalf of Tower may include forward-looking statements that reflect Tower’s current views with respect to future events and financial performance. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “will,” “plan,” “expect,” “project,” “intend,” “estimate,” “anticipate,” “believe” and “continue” or their negative or variations or similar terminology. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the actual results of Tower to differ materially from those indicated in these statements. Please refer to Tower’s filings with the SEC, including among others Tower’s Annual Report on Form 10-K for the year ended December 31, 2013, for a description of the important factors that could cause the actual results of Tower to differ materially from those indicated in these statements. Forward-looking statements speak only as of the date on which they are made, and Tower undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

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Risks that could adversely affect the proposed merger include, but are not limited to, the following:


governmental approvals of the merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger;

the Board of Directors of Tower may withdraw its recommendation and support a competing acquisition proposal; and

Tower’s shareholders may fail to approve the merger.

The following important factors are among those that could affect the actual outcome of other future events:


changes in our financial strength or credit ratings could impact our ability to write new business, the cost of, and our ability to obtain, capital or our ability to attract and retain brokers, agents and customers;

further decreases in the capital and surplus of our insurance subsidiaries and their ability to meet minimum capital and surplus requirements;

changes in our ability to raise additional capital;

the implementation and effectiveness of our capital improvement strategy;

Tower’s ability to continue operating as a going concern;

changes in our ability to meet ongoing cash requirements and pay dividends;

greater frequency or severity of claims and loss activity, including as a result of natural or man-made catastrophic events, than our underwriting, reserving or investment practices anticipate based on historical experience or industry data;

changes in the availability, cost or quality of reinsurance and failure of our reinsurers to pay claims timely or at all;

changes in the availability, cost or quality of reinsurance or retrocessional coverage;

decreased demand for Tower’s insurance or reinsurance products;

increased competition on the basis of pricing, capacity, coverage terms or other factors;

ineffectiveness or obsolescence of Tower’s business strategy due to changes in current or future market conditions;

currently pending or future litigation or governmental proceedings;

developments that may delay or limit Tower’s ability to enter new markets as quickly as it anticipates;

the effects of acts of terrorism or war;

changes in general economic conditions, including inflation, interest rates and other factors which could impact Tower’s performance and the performance of Tower’s investment portfolio;

changes in accounting policies or practices;

changes in legal theories of liability under Tower’s insurance policies;

changes in rating agency policies or practices;

declining demand for reinsurance due to increased retentions by cedents and other factors;

a lack of opportunities to increase writings in Tower’s reinsurance lines of business and in specific areas of the reinsurance market;

changes in the percentage of premiums written that Tower cedes to reinsurers;

changes in regulations or laws applicable to Tower, its subsidiaries, brokers or customers, including regulatory limitations and restrictions on the declaration and payment of dividends and capital adequacy standards;

the Bermudian regulatory system, and potential changes thereto;

risks and uncertainties associated with technology, data security or outsourced services that could negatively impact Tower’s ability to conduct its business or adversely impact its reputation;

the effects of mergers, acquisitions or divestitures;

disruptions in Tower’s business arising from the integration of acquired businesses into Tower and the anticipation of potential or pending acquisitions or mergers; and

any changes concerning the conditions, terms, termination, or closing of the merger with ACP Re.

Additional risk factors that may cause outcomes that differ from our expectations or projections are described in various documents filed by Tower with the SEC, such as current reports on Form 8-K, and regular reports on Forms 10-K and 10-Q, particularly in “Item 1A, Risk Factors.”
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Item 9.01. Financial Statements and Exhibits

The following exhibits are filed as part of this report.

Number Description
99.1 Copy of press release issued by Tower Group International, Ltd. dated July 9, 2014
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SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Tower Group International, Ltd.
Registrant

Date: July 9, 2014
/s/ Elliot S. Orol
Elliot S. Orol
Senior Vice President, General Counsel and Secretary
- 5 -

Exhibit 99.1

Tower Group International, Ltd. Announces Record Date and Meeting Date for Special General Meeting of Shareholders in Connection With Merger

HAMILTON, Bermuda–(BUSINESS WIRE)–July 9, 2014–Tower Group International, Ltd. (NASDAQ:TWGP) (“Tower”) has announced that it has established a record date and a meeting date for a special general meeting of its shareholders to consider and vote upon, among other things, a proposal to approve and adopt the previously announced Agreement and Plan of Merger, dated as of January 3, 2014, as amended, by and among Tower, ACP Re, Ltd. and London Acquisition Company Limited, and to approve the merger contemplated thereby.

The special general meeting will be held on Wednesday, August 6, 2014, at 9:30 a.m., local time, at the Fairmont Hamilton Princess Hotel, which is located at:

76 Pitts Bay Road
Pembroke HM 08
Bermuda.

Only Tower shareholders of record as shown on Tower’s register of members as of the close of business on Friday, June 13, 2014, are entitled to notice of, and to vote at, the special general meeting or any adjournment thereof.

In addition to the approval and adoption of the merger agreement and the approval of the merger by Tower’s shareholders at the special general meeting, the closing of the merger remains subject to the closing conditions set forth in the merger agreement, including the receipt of required regulatory approvals.

Additional Information and Where to Find It

This communication is not a solicitation of a proxy from any shareholder of Tower. Tower filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”) on July 3, 2014 and has mailed copies of such definitive proxy statement to all of its shareholders of record as of the record date specified above. Investors and shareholders are urged to read the definitive proxy statement and other relevant materials filed with the SEC when they become available because they contain or will contain important information about Tower, ACP Re and the proposed transaction. The definitive proxy statement and other relevant materials (when they become available), and any other documents filed by Tower or ACP Re with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov . In addition, investors and shareholders may obtain free copies of the documents filed by Tower with the SEC by directing a written request to “Investor Relations,” Tower Group International, Ltd., Bermuda Commercial Bank Building, 2nd Floor, 19 Par-la-Ville Road, Hamilton, HM 11, Bermuda, or by email to William E. Hitselberger, Executive Vice President and Chief Financial Officer at bhitselberger@twrgrp.com .

Participants in the Solicitation

The directors, executive officers and other members of management and employees of Tower may be deemed participants in the solicitation of proxies from its shareholders in favor of the proposed transaction. Information concerning persons who may be considered participants in the solicitation of Tower’s shareholders under the rules of the SEC is set forth in the definitive proxy statement filed by Tower with the SEC on July 3, 2014 and in Tower’s Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on May 2, 2014.

Cautionary Statement Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This press release and any other written or oral statements made by or on behalf of Tower may include forward-looking statements that reflect Tower’s current views with respect to future events and financial performance. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “will,” “plan,” “expect,” “project,” “intend,” “estimate,” “anticipate,” “believe” and “continue” or their negative or variations or similar terminology. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the actual results of Tower to differ materially from those indicated in these statements. Please refer to Tower’s filings with the SEC, including among others Tower’s Annual Report on Form 10-K for the year ended December 31, 2013, for a description of the important factors that could cause the actual results of Tower to differ materially from those indicated in these statements. Forward-looking statements speak only as of the date on which they are made, and Tower undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Risks that could adversely affect the proposed merger include, but are not limited to, the following:

governmental approvals of the merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger;
the Board of Directors of Tower may withdraw its recommendation and support a competing acquisition proposal; and
Tower’s shareholders may fail to approve the merger.
The following important factors are among those that could affect the actual outcome of other future events:

changes in our financial strength or credit ratings could impact our ability to write new business, the cost of, and our ability to obtain, capital or our ability to attract and retain brokers, agents and customers;
further decreases in the capital and surplus of our insurance subsidiaries and their ability to meet minimum capital and surplus requirements;
changes in our ability to raise additional capital;
the implementation and effectiveness of our capital improvement strategy;
Tower’s ability to continue operating as a going concern;
changes in our ability to meet ongoing cash requirements and pay dividends;
greater frequency or severity of claims and loss activity, including as a result of natural or man-made catastrophic events, than our underwriting, reserving or investment practices anticipate based on historical experience or industry data;
changes in the availability, cost or quality of reinsurance and failure of our reinsurers to pay claims timely or at all;
changes in the availability, cost or quality of reinsurance or retrocessional coverage;
decreased demand for Tower’s insurance or reinsurance products;
increased competition on the basis of pricing, capacity, coverage terms or other factors;
ineffectiveness or obsolescence of Tower’s business strategy due to changes in current or future market conditions;
currently pending or future litigation or governmental proceedings;
developments that may delay or limit Tower’s ability to enter new markets as quickly as it anticipates;
loss of the services of any of Tower’s executive officers or other key personnel;
changes in acceptance of Tower’s products and services, including new products and services;
developments in the world’s financial and capital markets that could adversely affect the performance of Tower’s investments;
the effects of acts of terrorism or war;
changes in general economic conditions, including inflation, interest rates and other factors which could impact Tower’s performance and the performance of Tower’s investment portfolio;
changes in accounting policies or practices;
changes in legal theories of liability under Tower’s insurance policies;
changes in rating agency policies or practices;
declining demand for reinsurance due to increased retentions by cedents and other factors;
a lack of opportunities to increase writings in Tower’s reinsurance lines of business and in specific areas of the reinsurance market;
changes in the percentage of premiums written that Tower cedes to reinsurers;
changes in regulations or laws applicable to Tower, its subsidiaries, brokers or customers, including regulatory limitations and restrictions on the declaration and payment of dividends and capital adequacy standards;
the Bermudian regulatory system, and potential changes thereto;
risks and uncertainties associated with technology, data security or outsourced services that could negatively impact Tower’s ability to conduct its business or adversely impact its reputation;
the effects of mergers, acquisitions or divestitures;
disruptions in Tower’s business arising from the integration of acquired businesses into Tower and the anticipation of potential or pending acquisitions or mergers; and
any changes concerning the conditions, terms, termination, or closing of the merger with ACP Re.
Additional risk factors that may cause outcomes that differ from our expectations or projections are described in various documents filed by Tower with the SEC, such as current reports on Form 8-K, and regular reports on Forms 10-K and 10-Q, particularly in “Item 1A, Risk Factors.”

CONTACT:
Tower Group International, Ltd.
William E. Hitselberger, 212-655-2110
Executive Vice President and Chief Financial Officer
bhitselberger@twrgrp.com

Tower Group Proxy Statement July 3rd 2014

The following is a proxy statement released by Tower Group on July 3rd, 2014.  PEO Compass will continue to keep its readers and subscribers up-to-date regarding the Tower acquisition.

SUMMARY

The following summary highlights selected information in this proxy statement and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement and its annexes. Each item in this summary includes a page reference directing you to a more complete description of that topic.

Parties to the Merger (Page  20 )

Tower Group International, Ltd. , or the Company, we or us, a Bermuda exempted company, offers a broad range of commercial, specialty and personal property and casualty insurance products and services.

ACP Re Ltd. , or ACP Re, a Bermuda exempted company, is a Bermuda based reinsurance company.

London Acquisition Company Limited , or Merger Sub, a Bermuda exempted company, is a wholly owned subsidiary of ACP Re that was formed by ACP Re solely for purposes of entering into the merger agreement and completing the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will be merged with and into the Company and will cease to exist.

In this proxy statement, we refer to the Agreement and Plan of Merger, dated as of January 3, 2014, among the Company, ACP Re and Merger Sub, as the original agreement and plan of merger. We refer to the Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 8, 2014, among the Company, ACP Re and Merger Sub, as the amendment. We refer to the original agreement and plan of merger, as amended by the amendment and as it may be further amended from time to time, as the agreement and plan of merger, and we refer to the agreement between the Company, ACP Re and Merger Sub required by Section 105 of the Bermuda Companies Act, or the Companies Act, that is attached as Exhibit A to the agreement and plan of merger, the statutory merger agreement. We refer to the agreement and plan of merger and the statutory merger agreement together as the merger agreement. We refer to the merger of Merger Sub with and into the Company pursuant to the merger agreement as the merger.

Structure of the Merger (Page  66 )

The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving company in the merger and will continue to do business following the merger as a wholly owned subsidiary of ACP Re. As a result of the merger, the Company will cease to be a publicly traded company. If the merger is completed, you will not own any of the common shares of the surviving company.

Merger Consideration (Page  26 )

In the merger, each issued and outstanding common share, par value $0.01 per share, of the Company (except for shares owned by the Company, ACP Re, Merger Sub or any other direct or indirect wholly owned subsidiary of ACP Re, and dissenting shares as to which appraisal rights have been properly exercised under the Companies Act) will be cancelled and converted into the right to receive $2.50 in cash, without interest, which amount we refer to as the merger consideration, less any applicable withholding taxes.

The Special General Meeting (Page  21)

Time, Place and Purpose of the Special General Meeting (Page 21 )

The special general meeting will be held on August 6, 2014, starting at 9:30 a.m., local time, at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke HM 08, Bermuda. At the special general meeting, holders of our common shares will consider and vote on the following proposals:

  • to approve and adopt the merger agreement and approve the merger;
  • to approve, on an advisory basis, certain compensatory arrangements between the Company and its named executive officers that are based on or otherwise relate to the merger, as described in this proxy statement;
  • to approve the adjournment of the special general meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special general meeting to approve the proposal to approve and adopt the merger agreement and approve the merger; and
  • to transact any other business that may properly come before the special general meeting, or any adjournment of the special general meeting, by or at the direction of the board of directors.

Record Date and Quorum (Page  21)

You are entitled to receive notice of, and to vote at, the special general meeting if your name was entered in the register of members of the Company as of the close of business on June 13, 2014, the record date for the special general meeting, which we refer to as the record date. You will have one vote for each common share that you owned on the record date. As of the record date, there were 57,297,589 common shares issued and entitled to vote at the special general meeting. The presence, in person or by proxy, of two or more persons at the start of the special general meeting and representing in person or by proxy in excess of 50% of the total issued voting shares of the company throughout the special general meeting constitutes a quorum.

Votes Required (Page  22 )

Approval of the proposal to approve and adopt the merger agreement and approve the merger requires the affirmative vote of a majority of the votes cast by shareholders present or represented by proxy and voting at the special general meeting at which a quorum is present.

Approval of each of the other proposals described in this proxy statement, other than the proposal to direct the chairman to adjourn the special general meeting, requires the affirmative vote of the holders of a majority of the common shares present or represented by proxy at the special general meeting at which a quorum is present and entitled to vote on the proposal.

Approval of the proposal to direct the chairman of the meeting to adjourn the special general meeting requires the affirmative vote of the holders of a majority of the common shares present in person or represented by proxy at the special general meeting, whether or not a quorum is present.

Concurrently with the execution of the original agreement and plan of merger, Michael H. Lee, former Chairman of the Board, President and Chief Executive Officer of the Company, solely in his capacity as a shareholder of the Company, entered into a support agreement with ACP Re pursuant to which he, among other things, (i) agreed to vote his common shares of the Company in favor of the proposal to approve and adopt the merger agreement and of any matter necessary to the consummation of the transactions contemplated thereby, against any competing proposed transaction and against any action, agreement, transaction or proposal that would result in a material breach by the Company of the merger agreement or a failure of any condition to the Company’s obligations thereunder to be satisfied, and (ii) granted ACP Re an irrevocable proxy to vote his shares in accordance with the foregoing. As of June 13, 2014, the record date for the special general meeting, Mr. Lee was entitled to vote 2,297,926 shares, or approximately 4.0%, of the issued common shares of the Company. A copy of the support agreement is attached to the proxy statement as Annex B .

Proxies and Revocation (Page  24 )

Any shareholder of record entitled to vote at the special general meeting may submit a proxy by telephone, over the Internet, or by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may

 

 

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vote in person by appearing at the special general meeting. If your common shares of the Company are held in street name by your bank, broker or other nominee, you should instruct your bank, broker or other nominee how to vote your shares using the instructions provided by your bank, broker or other nominee. If you fail to submit a proxy or to vote in person at the special general meeting, or do not provide your bank, broker or other nominee with instructions, as applicable, your shares will not be voted on the proposal to approve and adopt the merger agreement and approve the merger.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by submitting another proxy at a later date through any of the methods available to you, by giving written notice of revocation to our Corporate Secretary, which must be filed with our Corporate Secretary before the special general meeting begins, or by attending the special general meeting and voting in person.

Background of the Merger (Page  26 )

A description of the actions that led to the execution of the merger agreement, including our discussions with ACP Re, is included under the section entitled “The Merger—Background of the Merger,” which begins on page 26.

Reasons for the Merger; Recommendation of the Board of Directors (Page 40)

After careful consideration, the board of directors unanimously (i) declared advisable the merger agreement, (ii) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, to be fair to and in the best interests of the Company, (iii) determined that the fair value for each common share of the Company is $2.50, without interest, and (iv) approved, authorized and recommended that the shareholders of the Company approve and adopt the merger agreement. For the factors considered by the board of directors in reaching its decision to approve the merger agreement, please see the section entitled “The Merger—Reasons for the Merger,” which begins on page 40.

The board of directors unanimously recommends that you vote “FOR” approval of the proposal to approve and adopt the merger agreement and approve the merger, and “FOR” approval of the other proposals described in this proxy statement.

Opinions of Financial Advisers (Page  45 )

Opinion of J.P. Morgan

In connection with the execution of the amendment, the Company’s board of directors received an opinion, dated May 8, 2014, from the Company’s financial adviser, J.P. Morgan Securities LLC, which we refer to as J.P. Morgan, as to the fairness, from a financial point of view, of the consideration to be paid to the holders of the common shares of Company pursuant to the merger agreement, as of the date of the opinion. The full text of the written opinion of J.P. Morgan, dated May 8, 2014, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by J.P. Morgan in connection with rendering its opinion, is included as Annex C to this document and is incorporated by reference herein in its entirety. You are encouraged to read the opinion and the description beginning on page 45 carefully in their entirety. This summary and the description of the opinion beginning on page 45 are qualified in their entirety by reference to the full text of the opinion. J.P. Morgan provided its opinion to the board of directors of the Company (in its capacity as such) in connection with, and for purposes of, its evaluation of the transaction contemplated by the merger agreement. J.P. Morgan’s written opinion is addressed to the board of directors of the Company, is directed only to the fairness, from a financial point of view, of the consideration to be paid to the holders of Company common shares pursuant to the merger agreement,

 

 

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and does not address any other matter. The opinion does not constitute a recommendation to any shareholder as to how any shareholder should vote with respect to the proposal to approve and adopt the merger agreement and approve the merger, or whether to take any other action with respect to the merger.

Opinion of BofA Merrill Lynch (Page   49 )

In connection with the merger, Merrill Lynch, Pierce, Fenner & Smith Incorporated, which we refer to as BofA Merrill Lynch, the Company’s financial adviser, delivered to the Company’s board of directors a written opinion, dated May 8, 2014, as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by holders of common shares (other than ACP Re and its affiliates). The full text of the written opinion, dated May 8, 2014, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D to this document and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to the Company’s board of directors (in its capacity as such) for the benefit and use of the Company’s board of directors in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to the Company, or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the merger, including, without limitation, the Company’s decision to agree to reduce the consideration payable to holders of common shares by entering into the amendment. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed merger or any related matter.

No Financing Covenants or Conditions (Page  68 )

The merger is not subject to any financing covenants or conditions. We anticipate that the total funds needed to complete the merger will be approximately $143.3 million. ACP Re has informed us that it will fund this amount through a combination of cash at ACP Re and the proceeds from the issuance of notes to AmTrust Financial Services, Inc., or AmTrust, and/or National General Holdings Corp., or NGHC, that will occur substantially simultaneously with the consummation of the merger.

Pursuant to a guaranty, dated as of January 3, 2014, made by The Michael Karfunkel 2005 Grantor Retained Annuity Trust, which we refer to as the Karfunkel Trust, in favor of the Company, the Karfunkel Trust has unconditionally and irrevocably guaranteed ACP Re’s payment of the aggregate merger consideration and the expenses required to be paid by ACP Re and the Merger Sub pursuant to the merger agreement. A copy of the guaranty is attached to this proxy statement as Annex E .

Interests of Certain Persons in the Merger (Page 57)

When considering the recommendation by the board of directors, you should be aware that our officers and directors have interests in the merger that are different from, or in addition to, your interests as a shareholder. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the shareholders of the Company approve the proposal to approve and adopt the merger agreement and approve the merger. These interests include the following:

 

   

the interests of the Company’s officers in continuing their roles with the Company after the merger;

 

   

the cash-out of all restricted shares and restricted share units held by our executive officers and directors; and

 

   

that the Company’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.

 

 

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Material U.S. Federal Income Tax Consequences of the Merger (Page 61)

The exchange of common shares for cash pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. Shareholders who are “U.S. holders” and who exchange their common shares in the merger generally will recognize gain or loss in an amount equal to the difference, if any, between the cash payments they receive pursuant to the merger and their adjusted tax basis in their common shares of the Company. Shareholders who are “non-U.S. holders” and who realize gain on the exchange of their common shares of the Company in the merger generally will not be subject to U.S. federal income tax on the realized gain, subject to certain exceptions. You should read “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 61, which provides a discussion of tax consequences of the merger for “U.S. holders” and “non-U.S. holders” as defined in that discussion. You should consult your tax adviser for a complete analysis of the effect of the merger on your U.S. federal, state, local and foreign taxes.

Regulatory Approvals (Page 63)

The Company has insurance company subsidiaries and affiliates that are domiciled or deemed to be “commercially domiciled” in Bermuda, California, Florida, Illinois, Maine, Massachusetts, New Hampshire, New Jersey and New York. The insurance laws of these jurisdictions require an acquiring person to obtain the approval of the applicable insurance regulator prior to the direct or indirect acquisition of control of an insurance company that is domiciled or commercially domiciled therein. ACP Re, AmTrust and NGHC have filed formal applications with the applicable insurance regulatory authorities for the approval of the merger and those applications are currently under review. Although the Company and ACP Re do not expect the applicable insurance regulators to withhold their approvals, there is no assurance that such approvals will be obtained. In addition, the merger agreement limits the conditions that ACP Re is required to accept in connection with obtaining such approvals. There is no assurance that an insurance regulator will not impose a “burdensome condition” on its approval of ACP Re’s application that ACP Re will not be required to accept under the merger agreement. See “The Merger Agreement—Filings; Other Actions.”

In addition, the insurance laws and regulations of certain U.S. states require that, prior to an acquisition of an insurance company doing business in that state or licensed by that state (or the acquisition of its holding company), a notice filing that discloses certain market share data in that jurisdiction must be made and an applicable waiting period must expire or be terminated.

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or the HSR Act, and the rules promulgated thereunder by the Federal Trade Commission, or the FTC, the merger cannot be completed until each of the Company and ACP Re file a notification and report form with the FTC and the Antitrust Division of the Department of Justice, or the DOJ, under the HSR Act and the applicable waiting period has expired or been terminated. Each of the Company and ACP Re filed such a notification and report form on January 17, 2014 and requested early termination of the applicable waiting period. On January 30, 2014, the FTC notified the parties that their request for earlier termination of the applicable waiting period under the HSR Act had been granted.

The Merger Agreement (Page  66 )

Treatment of Common Shares and Restricted Shares (Page 67)

At the effective time of the merger, or the effective time, each issued and outstanding common share of the Company (except for shares owned by the Company, ACP Re, Merger Sub or any other direct or indirect wholly owned subsidiary of ACP Re, and dissenting shares as to which appraisal rights have been properly exercised under the Companies Act) will be cancelled and converted into the right to receive the merger consideration of $2.50 in cash, without interest, less any applicable withholding taxes.

Each restricted share of the Company, issued and outstanding and subject to forfeiture immediately prior to the effective time, will become fully vested without restrictions at the effective time and will be treated as an

 

 

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unrestricted issued and outstanding common share of the Company. The holder of each such restricted share will be entitled to receive the merger consideration with respect thereto, without interest, less any applicable withholding taxes.

Treatment of Options and Restricted Share Units (Page 67)

At the effective time of the merger, each outstanding option to acquire Company common shares, whether granted under the Company’s 2013 Long-Term Equity Plan or 2004 Long-Term Equity Plan (as amended and restated, effective May 15, 2008), which we refer to as the long-term equity plans, will become vested and exercisable as of the Effective Time and will be exchanged for a cash payment equal to the product of (A) the number of the Company’s common shares subject to the stock option and (B) the excess, if any, of (1) the merger consideration over (2) the exercise price per share subject to such stock option.

Each outstanding restricted share unit granted under the Company’s long-term equity plans will become fully vested and exchanged for a cash payment equal to the merger consideration.

Solicitation of Other Offers (Page 73)

The merger agreement contains detailed provisions that restrict the Company, its subsidiaries and their respective officers, directors, employees, consultants, agents, financial advisers, investment bankers, attorneys, accountants, other advisers, affiliates and other representatives from soliciting, initiating or knowingly facilitating or encouraging the submission of any inquiries regarding, or the making of any proposal, request or offer that constitutes, a takeover proposal (as defined in the merger agreement). The merger agreement also restricts the Company, its subsidiaries and their respective officers, directors, employees, consultants, agents, financial advisers, investment bankers, attorneys, accountants, other advisers, affiliates and other representatives from participating in any discussions or negotiations regarding any other takeover proposal. The merger agreement does not, however, prohibit the board of directors from considering, recommending to the Company’s shareholders and even entering into an alternative transaction with a third party if specified conditions are met, including, in certain cases, that the Company did not violate the non-solicitation provision and the payment of the termination fee to ACP Re required by the merger agreement.

Conditions to the Merger (Page 79)

The respective obligations of the Company, ACP Re and Merger Sub to consummate the merger are subject to the satisfaction or waiver of certain conditions, including the approval of the merger agreement by our shareholders, the receipt of required insurance regulatory and antitrust approvals, the accuracy of the parties’ representations and warranties (subject to specified materiality qualifications), the performance of the parties’ covenants, the absence of legal restrictions on the consummation of the merger, the absence of a material adverse effect on the Company, and the absence of certain insolvency events involving the Company’s insurance subsidiaries and affiliates.

Termination of the Merger Agreement (Page 80)

The merger agreement may be terminated at any time prior to the completion of the merger by mutual written consent of the Company and ACP Re. The merger agreement may also be terminated by either the Company or ACP Re if:

 

   

the merger is not consummated on or before November 15, 2014, which date we refer to as the walk-away date;

 

   

any injunction, judgment, ruling, law, order or decree that prohibits the consummation of the merger shall have become final and non-appealable; or

 

   

the Company’s shareholders fail to approve the proposal to approve and adopt the merger agreement and approve the merger at the special general meeting or at any adjournment or postponement thereof.

 

 

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In addition, ACP Re may terminate the merger agreement if:

 

   

the Company has breached any of its representations, warranties, covenants or agreements under the merger agreement and such breach would give rise to the failure of the related conditions to ACP Re’s obligation to close to be satisfied;

 

   

the board of directors withdraws or modifies its recommendation that the Company’s shareholders approve the merger agreement or fails to include such recommendation in this proxy statement, takes any action to exempt any person from the provisions of any applicable anti-takeover law, or recommends the approval of a takeover proposal;

 

   

the proxy statement relating to the merger has not been filed with the Securities and Exchange Commission, or SEC, on or prior to March 3, 2014 (a preliminary version of this proxy statement was filed with the SEC on February 13, 2014);

 

   

the special general meeting of shareholders has not been held on or prior to November 15, 2014;

 

   

the Company or any subsidiary of the Company has breached in any material respect any of the material covenants set forth in quota share reinsurance agreements between certain of the Company’s insurance subsidiaries and certain affiliates of ACP Re; or

 

   

if any insurance regulatory approval required to be obtained by the Company or any of its subsidiaries in respect of the quota share reinsurance agreements has not been obtained by January 17, 2014 (all such approvals were obtained by such date).

In addition, the Company may terminate the merger agreement if:

 

   

ACP Re has breached any of its representations, warranties, covenants or agreements under the merger agreement and such breach would give rise to the failure of the related conditions to the Company’s obligation to close to be satisfied;

 

   

Prior to the approval by the shareholders of the proposal to approve and adopt the merger agreement and approve the merger, the Company enters into a definitive agreement providing for a superior proposal (as defined in the merger agreement), provided that the Company simultaneously pays or had previously paid to ACP Re the termination fee described below; or

 

   

the Karfunkel Trust has breached in any material respect any of its representations, warranties or covenants under the guaranty.

Termination Fee (Page 81)

The Company has agreed to pay ACP Re a termination fee of $6.8 million, which amount represents approximately 4.75% of the equity value of the merger, if the merger agreement is terminated under any of the following circumstances:

 

  (i) the Company terminates the merger agreement because it enters into a definitive agreement providing for a superior proposal;

 

  (ii) ACP Re terminates the merger agreement because the board of directors makes an adverse recommendation change;

 

  (iii) the Company or ACP Re terminates the merger agreement because the shareholder approval necessary to complete the merger is not obtained at the special general meeting of the Company’s shareholders and the Company’s board of directors has effected an adverse recommendation change before the special general meeting; or

 

 

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  (iv) any person publicly makes, proposes or communicates (and does not withdraw) a takeover proposal; and

 

   

thereafter, either party terminates the merger agreement because:

 

   

the merger has not been completed by the walk-away date; or

 

   

the shareholder approval necessary to complete the merger is not obtained at the special general meeting; and

 

   

within nine months after the termination of the merger agreement, the Company enters into a definitive agreement with respect to a takeover proposal or consummates a takeover proposal.

If the merger agreement is terminated as a result of clause (i) above, the termination fee will be payable by the Company to ACP Re prior to or simultaneously with such termination. If the merger agreement is terminated as a result of either clause (ii) or (iii) above, the termination fee will be payable by the Company to ACP Re within two business days after such termination. If the merger is terminated as a result of clause (iv) above, the termination fee will be payable by the Company to ACP Re no later than two business days following the consummation of the takeover proposal.

Expenses (Page 82)

If the merger agreement is terminated by ACP Re or the Company because the Company’s shareholders have not approved the proposal to approve and adopt the merger agreement and approve the merger at the special general meeting and the board of directors has not effected an adverse recommendation change, or by ACP Re because the special general meeting is not convened and held by November 15, 2014, then the Company will reimburse ACP Re for the reasonable and documented costs and expenses of ACP Re, Merger Sub and their affiliates in connection with the transactions associated with the merger, up to a maximum of $2 million. Any termination fee payable by the Company after this expense reimbursement will be reduced by the amount of the reimbursement.

Remedies (Page 82)

If ACP Re receives payment of the termination fee or the expense reimbursement described above from the Company, ACP Re’s receipt of that termination fee or expense reimbursement will be the sole and exclusive remedy of ACP Re against the Company.

The parties are entitled to an injunction, specific performance and other equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms of the merger agreement in addition to any other remedy to which they may be entitled at law or in equity.

Market Price of Common Shares (Page 87)

The closing price of the common shares on the NASDAQ on May 7, 2014, the last trading day prior to the public announcement of the amendment, was $1.70 per common share. On June 27, 2014, the most recent practicable date before this proxy statement was mailed to our shareholders, the closing price of the common shares on the NASDAQ was $2.03 per common share. You are encouraged to obtain current market quotations for our common shares in connection with voting your common shares.

Appraisal Rights (Page 89)

Shareholders who do not vote in favor of the merger agreement and who are not satisfied that they have been offered fair value for their common shares may exercise, within one month after the date of the giving of

 

 

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notice convening the special general meeting (that is, no later than August 11, 2014), appraisal rights under Bermuda law to have the fair value of their common shares appraised by the court subject to compliance with all of the required procedures, as described in the section entitled “Appraisal Rights” beginning on page 89. Failure to follow exactly the procedures specified under the Companies Act will result in the loss of appraisal rights. Because of the complexity of the Companies Act relating to appraisal rights, if you are considering exercising your appraisal right, we encourage you to seek the advice of your own legal counsel.

Delisting and Deregistration of Common Shares (Page 93)

If the merger is completed, the Company’s common shares will be delisted from the NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. As such, we would no longer file periodic reports with the SEC on account of our common shares.

Litigation Relating to the Merger (Page 64)

On January 14, 2014, a purported shareholder of the Company (Derek Wilson) filed a purported class action complaint against the Company, certain of its current and former officers and directors, ACP Re, Merger Sub, and AmTrust, in the United States District Court for the Southern District of New York, which we refer to as the Wilson Complaint. The Wilson Complaint alleges that the members of the Company’s board of directors breached their fiduciary duties owed to the shareholders of the Company under Bermuda law by approving the Company’s entry into the merger agreement and failing to take steps to maximize the value of the Company to its public shareholders, and that the Company, ACP Re, Merger Sub, and AmTrust aided and abetted such breaches of fiduciary duties. The Wilson Complaint also alleges, among other things, that the proposed transaction undervalues the Company, that the process leading up to the merger agreement was flawed, and that certain provisions of the merger agreement improperly favor ACP Re and discourage competing offers for the Company. The Wilson Complaint further alleges oppressive conduct by the directors against the Company’s shareholders in violation of Bermuda law. The Wilson Complaint seeks, among other things, declaratory and injunctive relief concerning the alleged fiduciary breaches, injunctive relief prohibiting the defendants from consummating the proposed transaction, rescission of the merger agreement to the extent already implemented, and other forms of equitable relief. On February 27, 2014, the same purported shareholder filed an amended complaint alleging, in addition, that the Company and the directors disseminated a materially false and misleading preliminary proxy statement regarding the merger agreement in violation of sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, which we refer to as the Wilson Amended Complaint. On March 3, 2014, another purported shareholder (David Raul) filed a purported class action complaint against the Company, certain of its current and former officers and directors, ACP Re, Merger Sub, and AmTrust, also in the United States District Court for the Southern District of New York, which we refer to as the Raul Complaint. The Raul Complaint alleges that the defendants disseminated a materially false and misleading preliminary proxy statement regarding the merger agreement in violation of sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. On May 12, 2014, the United States District Court for the Southern District of New York issued an order consolidating the Wilson and Raul actions, which, as so consolidated, we refer to as the Consolidated Federal Action. On May 22, 2014, the Court issued an order appointing Wilson and George Strum, another purported shareholder of the Company, as co-lead plaintiffs in the Consolidated Federal Action and appointing Robbins Arroyo LLP and WeissLaw LLP as co-lead counsel.

On March 24, 2014, two purported shareholders of the Company (Dmitriy Bekkerman and Glenn Austin Wester) filed a purported class action and shareholder derivative complaint against the Company, certain of its current and former officers and directors, and Tower Group, Inc., in the Supreme Court of the State of New York, County of New York, which we refer to as the Bekkerman Complaint. The Bekkerman Complaint alleges, among other things, that the members of the Company’s board of directors breached their fiduciary duties owed to the shareholders of the Company by failing to exercise appropriate oversight over the conduct of the Company’s business, awarding Michael Lee excessive compensation, approving the Company’s entry into the

 

 

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original agreement and plan of merger, failing to take steps to maximize the value of the Company to its public shareholders, and misrepresenting or omitting material information in connection with the proposed transaction, and that the Company and Tower Group, Inc. aided and abetted such breaches of fiduciary duties. The Bekkerman Complaint also alleges, among other things, that Michael Lee was unjustly enriched as a result of the compensation he received while allegedly breaching his fiduciary duties and by selling stock while in the possession of material, adverse, non-public information. The Bekkerman Complaint seeks, among other things, an award of money damages, declaratory and injunctive relief concerning the alleged fiduciary breaches, injunctive relief prohibiting the defendants from consummating the proposed transaction, rescission of the merger agreement to the extent already implemented, and other forms of equitable relief. On May 16, 2014, the defendants removed the Bekkerman action to the United States District Court for the Southern District of New York, and requested that it be designated as related to the Consolidated Federal Action. On June 3, 2014, the United States District Court for the Southern District of New York accepted the designation of the Bekkerman Complaint as related to the Consolidated Federal Action. The defendants believe that each of the foregoing complaints is without merit and intend to defend the actions vigorously.

 

 

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us, contain statements that, in our opinion, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements containing words such as expect, anticipate, believe, estimate, likely or similar words that are used herein or in other written or oral information conveyed by or on behalf of the Company, are intended to identify forward-looking statements. Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such forward-looking statements are not guarantees of future events. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

 

   

the shareholders of the Company may not approve the proposal to approve and adopt the merger agreement and approve the merger;

 

   

the parties may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger;

 

   

the parties may be unable to complete the merger because, among other reasons, conditions to the closing of the merger agreement may not be satisfied or waived;

 

   

developments beyond the parties’ control, including, but not limited to, changes in domestic or global economic conditions, competitive conditions and consumer preferences, adverse weather conditions or natural disasters, health concerns, international, political or military developments and technological developments; or

 

   

the “risk factors” and other factors referred to in the Company’s annual report on Form 10-K for the year ended December 31, 2013, which we refer to as the 2013 10-K, as filed with the SEC on May 2, 2014, and the Company’s quarterly report on Form 10-Q/A for the period ended March 31, 2014, which we refer to as the First Quarter Form 10-Q, as filed with the SEC on June 27, 2014, copies of which are attached to this proxy statement as Annex H and Annex I, respectively.

Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained under the headings “Risk Factors” and “Business” and in our consolidated financial statements and notes thereto included in the 2013 10-K and the quarterly report on Form 10-Q/A, copies of which are attached to this proxy statement as Annex H and Annex I, respectively.

You should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf.

 

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PARTIES TO THE MERGER

The Company

Tower Group International, Ltd.

Bermuda Commercial Bank Building, 2nd Floor

19 Par-la-Ville Road

Hamilton, HM 11, Bermuda

+1 441.279.6610

The Company is a Bermuda exempted company headquartered in Hamilton, Bermuda. Through its insurance subsidiaries, Tower offers a broad range of commercial, specialty and personal property and casualty insurance products and services to businesses in various industries and to individuals through the United States. Our common shares are publicly traded on the NASDAQ under the symbol “TWGP.”

ACP Re

ACP Re Limited

PO Box HM 242

Hamilton HM AX, Bermuda

+1 441.297.4620

ACP Re, a Bermuda exempted company, is a Bermuda based reinsurance company.

Merger Sub

London Acquisition Company Limited

c/o ACP Re Limited

PO Box HM 242

Hamilton HM AX, Bermuda

+1 441.297.4620

Merger Sub is a Bermuda exempted company and a wholly owned subsidiary of ACP Re that was formed by ACP Re solely for purposes of entering into the merger agreement and completing the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement. At the effective time of the merger, Merger Sub will merge with and into the Company and will cease to exist, and the Company will continue as the surviving company.

 

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Risk Management Now a C-Suite Priority

Corporate executives are increasingly focusing attention on their organizations’ risk management functions, reaching out to risk managers for guidance on everything from strategic direction to day-to-day business decisions, as risk has become a crucial part of corporate planning in recent years.

Part of this shift toward more responsibility is due to the tools that risk management professionals can now offer to the business at large, including advanced analytics and data-driven skills, which are being used to guide a wide range of business decisions. It’s a distinct contrast from the 2004 Excellence in Risk Management report, which noted that the field was, at the time, moving away from simply purchasing insurance to instead controlling losses and quantifying the costs of risks. Today’s big data tools and analytics have accelerated this shift.

“C-suites and boards are asking risk professionals for much more than what insurance coverage is in place,” said Elowe. “They want to know what unexpected risks the organization may face and where to invest capital most effectively. If used properly, data and analytics can help organizations make better business decisions while at the same time increase the profile of risk management within the organization.”

via Marsh: Risk Management Now a C-Suite Priority