ACP Re/Tower Group Amend Merger Agreement
Tower Group International, Ltd. Reader's Digest version is that the new sale price is $2.50 and the timeline has been extended from mid-August to mid-November. May 8, 2014 Tower Group International, Ltd. and ACP Re, Ltd. Announce Amendment to Merger Agreement HAMILTON, Bermuda--(BUSINESS WIRE)-- 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:
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
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
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
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)
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
Eliminates the condition that holders of shares representing more than 15% of Tower's share capital shall not have exercised dissenter's rights
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
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.
About ACP ReACP Re is a Bermuda based reinsurance company. The controlling shareholder of ACP Re is a trust established by the founder of AmTrust Financial Services, Inc., National General Holdings Corporation and Maiden Holdings, Ltd.About TowerTower Group International, Ltd. is a Bermuda-based global diversified insurance and reinsurance holding company and is listed on the NASDAQ Global Select Market under the symbol TWGP. Through our insurance and reinsurance subsidiaries in the U.S. and Bermuda, collectively referred to as Tower Group Companies, we deliver a broad range of commercial, personal and specialty insurance products and services in the U.S. and specialty reinsurance products globally through our distribution and underwriting partners.For more information, visit Tower's website at http://www.twrgrpintl.com.
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