Till Capital Signs Definitive Agreement to Acquire Omega Insurance Holdings, Inc.
14 Octobre 2014 - 2:12PM
Business Wire
Till Capital Ltd. (TSX.V:TIL) (the “Company” or
“Till”) is pleased to announce the execution of the
definitive agreement and share purchase agreement to acquire Omega
Insurance Holdings, Inc. (“Omega”), a privately held and
fully licensed Toronto, Canada based insurance provider, including
its subsidiaries, Omega General Insurance Company and Focus Group,
Inc. as previously announced on July 28, 2014. The signing of the
agreements is the final step in the transaction with Omega prior to
regulatory approval.
The acquisition of Omega increases the Company’s insurance and
reinsurance capacity and its assets under management. The
combination of Omega’s insurance expertise and the Company’s
investment and technical teams is a solid foundation for
growth.
Transaction Details
The Company will pay an aggregate purchase price of 1.2 times
book value, or approximately $15,400,000 as of June 30, 2014, plus
an amount not to exceed $3,000,000 for any transactions in process
at closing, in exchange for all of the issued and outstanding
shares of Omega. Pursuant to the terms of the agreement with Omega,
the Company will acquire all of the issued and outstanding shares
of Omega. Completion of the Transaction is subject to approval of
Canada’s Office of the Superintendent of Financial Institutions,
receipt of approval of the TSX Venture Exchange, and receipt of
certain other customary consents.
Omega Insurance Holdings, Inc.
With over $40 million in assets and operating since 2004, Omega
offers secure, innovative and customized solutions for Insurers and
Reinsurers entering and exiting the Canadian insurance market.
Omega offers cost-effective, unique insurance solutions managed by
a team of dedicated, seasoned professionals.
Omega’s expertise in both the Canadian start-up phase and
Canadian run-off phase for a foreign insurance company gives Omega
a strategic advantage in its two main target markets:
1. To provide those
insurers wishing to access the Canadian market, an ability to do so
in the most efficient manner, through fronting arrangements and
other creative solutions; 2. To provide those insurers wishing to
exit Canada, through a dedicated company deep in experience in
handling “run-off” business, an ability to facilitate such an exit
so that their financial, legal, and moral obligations are met on a
continuing basis, while being able to repatriate their surplus
capital in a more timely fashion.
For more information on Omega Holdings Inc. and Focus Group Inc.
please visit www.omegageneral.com.
Till Capital Ltd.
Till Capital Ltd. is a Bermuda-domiciled reinsurance company
with a Class 3A reinsurance license; regulated by the Bermuda
Monetary Authority. The Company has been structured to
produce underwriting profits from reinsurance policies as well
as above average returns on Assets under Management.
For additional information:
Till Capital Ltd.William M. SheriffChairman and
Chief Executive Officer(208) 635
5415info@tillcap.comwww.tillcap.com
Cautionary Note
The Till shares are restricted voting shares, whereby no single
shareholder of Till is able to exercise voting rights for more than
9.9% of the voting rights of the total issued and outstanding Till
shares (the 9.9% Restriction”). However, if any one
shareholder of Till beneficially owns, or exercises control or
direction over, more than 50% of the issued and outstanding Till
shares, the 9.9% Restriction will cease to apply to the Till
shares.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities of Till or any other
securities, and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful. Trading in the securities of Till should
be considered speculative.
Neither the TSX Venture Exchange nor its Regulatory Service
Provide (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Statement Regarding Forward Looking
Information
Except for statements of historical fact, this news release
contains certain “forward-looking information” within the meaning
of applicable securities law. Forward-looking information is
frequently characterized by words such as “plan”, “except”,
“project”, “intend”, “believe”, “anticipate”, “estimate”, “will”,
“could” and other similar words, or statements that certain events
or conditions “may” occur. Such forward-looking statements are
subject to risks and uncertainties that may cause actual results,
performance or developments to differ materially from those
contained in the statements. These and all subsequent written and
oral forward-looking information are based on estimates and
opinions of management on the dates they are made and are expressly
qualified in their entirety by this notice. Except as required by
law, Till assumes no obligation to update forward-looking
information should circumstances or management’s estimates or
opinions change.
Till Capital Ltd.William M. Sheriff, 208-635-5415Chairman and
Chief Executive Officerinfo@tillcap.comwww.tillcap.com
Till Capital (TSXV:TIL)
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