HAMILTON, Bermuda, June 27,
2023 /PRNewswire/ -- White Mountains Insurance Group,
Ltd. (NYSE: WTM) ("White Mountains") today announced the
preliminary results of the cash tender offer (the "Offer") by White
Mountains and its wholly owned subsidiary, WM Hinson (Bermuda) Ltd. ("WM Hinson" and together with
White Mountains, the "Purchasers") to purchase up to an aggregate
of 5,000,000 shares of Class A Common Stock, $0.01 par value per share (each, a "Common
Share"), of MediaAlpha, Inc., a Delaware corporation (NYSE: MAX) (the
"Company"), at a price of $10.00 per
Common Share, net to the seller in cash, less any applicable
withholding taxes and without interest, which expired at one minute
following 11:59 p.m., New York City time, on Monday, June 26, 2023.
Based on a preliminary count by the depositary for the Offer,
7,989,518 Common Shares were properly tendered and not properly
withdrawn, including 635,869 Common Shares that were tendered by
notice of guaranteed delivery.
The Offer was oversubscribed. Pursuant to the terms of the
Offer, the Purchasers have elected to amend the Offer to provide
for the purchase of 916,816 additional Common Shares (within up to
2% of the Company's outstanding Common Shares). As a result, based
on the preliminary count by the depositary, the Purchasers expect
to purchase 5,916,816 Common Shares at the purchase price of
$10.00 per Common Share on a pro rata
basis, for a total cost of approximately $59.2 million, excluding fees and expenses
related to the Offer. The Purchasers have determined that the
preliminary proration factor for the Offer is approximately 74.1%.
The total of 5,916,816 Common Shares that the Purchasers expect to
accept for purchase represents approximately 12.9% of the Company's
outstanding Common Shares as of May 31,
2023.
The proration factor is based on the depositary's preliminary
count and the assumption that all Common Shares tendered by notice
of guaranteed delivery will be delivered within the required
two-trading-day period, and is subject to change. The final
proration factor will be announced following the expiration of the
guaranteed delivery period and completion by the depositary of its
confirmation process. Payment for Common Shares accepted for
purchase under the Offer, and the return of all other Common Shares
tendered and not purchased, will occur promptly after the final
results of the Offer are announced.
Questions regarding the Offer and requests for assistance in
connection with the Offer may be directed to D.F. King & Co.,
Inc., the information agent for the Offer, by contacting (877)
896-3199 (toll-free). Banks and brokers may contact D.F. King at
(212) 269-5550 or max@dfking.com or the dealer manager, J.P. Morgan
Securities LLC at (877) 371-5947 (toll-free). Computershare Trust
Company, N.A. is acting as depositary for the Offer. J.P. Morgan
Securities LLC is acting as dealer manager in connection with the
Offer.
White Mountains Insurance Group,
Ltd.
White Mountains Insurance Group, Ltd., based in Hamilton, Bermuda, is a diversified insurance
and related financial services holding company.
Forward-Looking Statements
This press release contains certain forward-looking statements
and therefore is subject to risks and uncertainties. These
forward-looking statements generally are identified by the words
"believe", "project", "expect", "anticipate", "estimate", "intend",
"strategy", "future", "opportunity", "plan", "may", "should",
"will", "would", "will be", "will continue", "will likely result",
and similar expressions, and include statements regarding the
number of Common Shares to be purchased in the Offer and the
proration factor. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this release. You should carefully consider these and
other uncertainties described in the Offer to Purchase and the
other tender offer documents that have been or will be delivered to
you or filed by the Purchasers with the Securities and Exchange
Commission. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements. None of the Purchasers or any of their
directors, officers or affiliates give any assurance that they will
achieve their expectations. The inclusion of any statement in this
press release does not constitute an admission by the Purchasers or
their directors, officers or affiliates or any other person that
the events or circumstances described in such statement are
material.
CONTACT: Rob Seelig
(603) 640-2212
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SOURCE White Mountains Insurance Group, Ltd.