An Eastern European insurer based in countries including Romania, Bulgaria and Macedonia submitted a surprise bid to snatch up Tower Group International, an unexpected wrinkle in Tower’s increasingly complicated corporate life.
Euroins Insurance Group (EIG) disclosed May 13 that it submitted a letter to Tower’s board of directors proposing to pay $3.75 per share for the company’s outstanding common stock, plus any outstanding options to acquire those shares. EIG said in its statement that it would “recapitalize the company to industry norms,” has “substantial” experience in managing acquisitions and is “committed to pursuing due diligence and closing a deal “within weeks” of the due diligence period.
No word yet on how Tower will respond to EIG’s non-binding offer. Carrier Management unsuccessfully attempted to reach spokespeople from both Tower and EIG before deadline. In its statement, EIG said it has asked Tower Group to “respond promptly” to its offer.
EIG bills itself as “the largest independent insurance group” in South East Europe, with operations in Romania, Bulgaria, Macedonia, Serbia, Turkey, the Czech Republic, Slovakia and Hungary, either as its own entity or (in Serbia and Turkey) through subsidiaries. The company itself is part of Eurohold Group, a conglomerate that trades on the Sofia and Warsaw stock exchanges and operates businesses in the insurance, leasing, asset management/brokerage and care sale sectors.
Recently, A.M. Best downgraded its financial strength ratings for Tower Group International and its subsidiaries, arguing that it was concerned about Tower Group’s financial liquidity and the risk that it is overextended financially. The insurer also faced some flack in March with a Nasdaq notification that it was out of compliance due to delays in filing its annual report.
In January, Tower Group announced a merger agreement with ACP Re, initially worth $172 million. Both parties recently amended their merger agreement. Changes include a per-share consideration of $2.50 per share for holders of Tower’s common shares, down from $3 per share. If the merger agreement disintegrates, the termination fee Tower would pay is now reduced from the original stipulation contained in the January M&A deal.