Tower Group International, Ltd. Issues Statement Regarding Proposal from Euroins Insurance Group
15 Mai 2014 - 12:00PM
Business Wire
Tower Group International, Ltd. (NASDAQ:TWGP) (“Tower”)
acknowledges receipt of an unsolicited letter, dated May 12, 2014,
from Eurohold Group and Euroins Insurance Group (“EIG”) outlining a
proposed stock-for-stock transaction pursuant to which EIG would
acquire Tower, and announces that Tower’s board of directors has
unanimously determined that such proposal does not constitute and
could not reasonably be expected to lead to a “Superior Proposal”
as defined in the merger agreement, dated as of January 3, 2014 and
amended as of May 8, 2014, among Tower, ACP Re, LTD. (“ACP Re”) and
London Acquisition Company Limited. As a result of such
determination, Tower will not pursue the proposal contained in the
letter from EIG. Tower continues to be bound by the terms of the
merger agreement with ACP Re.
The unanimous decision by Tower’s board of directors comes after
careful consideration and consultation with Tower’s management and
with its financial advisers and outside legal counsel. Tower’s
board of directors continues to believe that the consummation of
the transaction contemplated by the merger agreement with ACP Re is
in the best interest of Tower and its shareholders. Tower’s board
of directors believes that the transaction proposed by EIG is
inferior to the transaction contemplated by the merger agreement
with ACP Re and that it is less certain, is riskier for Tower and
its shareholders and would take longer to complete as compared to
the transaction contemplated by the merger agreement with ACP
Re.
Additional Information and Where to Find It
This communication is not a solicitation of a proxy from any
shareholder of Tower. In connection with the merger agreement,
Tower filed a preliminary proxy statement with the Securities and
Exchange Commission (“SEC”) on February 13, 2014 and intends to
file a definitive proxy statement with the SEC and to mail such
definitive proxy statement and a form of proxy to Tower’s
shareholders when they are completed. Investors and shareholders
are urged to read the preliminary proxy statement, 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 preliminary proxy statement, 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 public filings filed by
Tower with the SEC and will be set forth in the definitive proxy
statement when it is filed with the SEC. Information concerning
Tower’s participants in the solicitation is contained in Tower’s
Proxy Statement on Schedule 14A, filed with the SEC on
March 25, 2013.
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 access our
credit facilities or 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 Securities and Exchange Commission, such as
current reports on Form 8–K, and regular reports on Forms 10–K and
10–Q, particularly in “Item 1A, Risk Factors.”
Investors:Tower Group International, Ltd.William E.
Hitselberger, 212-655-2110Executive Vice President and Chief
Financial Officerbhitselberger@twrgrp.com
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