Tower Group International’s shareholders will finally get their chance to approve or reject a merger agreement with ACP Re, months after the proposed deal was first announced.
The Bermuda insurer and reinsurer disclosed it will hold a special shareholder meeting on Aug. 6, 2014 to vote on the proposal at the Fairmont Hamilton Princess Hotel in Pembroke, Bermuda. Shareholders of record as of the close of business on Friday, June 13, 2014 are allowed to participate.
Tower has been struggling. In May, A.M. Best downgraded its financial strength ratings for the third time in recent months, in part, due to concerns about its financial liquidity and risks that it is financially overextended.
Initially announced in January, Tower’s merger agreement with ACP Re was worth $172 million. Later in the year, both parties amended the pending deal, reducing a per-share consideration for holders of Tower’s common shares from $3 to $2.50 per share. Tower also pays a reduced fee if the M&A deal falls apart.
In May, Tower Group International’s board of directors unanimously rejected a surprise $3.75-per-share non-binding offer from Euroins Insurance Group (EIG) to buy the company. EIG pitched the offer as something that would recapitalize Tower to industry norms. But Tower’s board of directors framed it as inferior to the ACP Re bid.
Also in May, Tower hired Greenhill & Co. to provide advice on repaying debt if the takeover collapses. Concerns over a possible deal collapse reemerged in late June, when the general counsel wrote to ACP Re asking the buyer to close the deal.
The letter from Tower to ACP Re noted that representatives of ACP Re had orally suggested that an “insolvency event” had occurred that could kill the deal. The oral suggestions, Tower’s GC wrote, had come in reaction to some enhanced reporting requirements and restrictions imposed on the company by the Massachusetts Department of Insurance at the end of May.
A day later, a lawyer representing ACP Re responded to Tower’s request with a letter stating: “ACP Re will comply in all respects with its obligations under the parties’ Merger Agreement. ACP Re reserves all its rights under the Merger Agreement, with respect to the matters referenced in your letter or otherwise.”