Lacking enough shareholder votes for approval, AmTrust Financial Services Inc. has postponed until June 21, 2018, the special meeting on a plan to take the insurer private.
The meeting was originally scheduled for yesterday but the company said it does not have the votes of minority and majority shareholders needed to pass it.
AmTrust’s board voted in March in favor of a plan under which Evergreen Parent, L.P., an entity formed by the Chief Executive Officer Barry Zyskind and the controlling Karfunkel family along with private equity manager Stone Point Capital to buy the company.
But activist investor Carl Icahn, who owns 9.4 percent of the insurer, and other minority shareholders have opposed the plan. Icahn has sued to stop the going-private scheme, claiming it unfairly benefits the controlling Karfunkel family at the expense of public stockholders.
AmTrust said that the Karfunkels and Zyskind have scheduled a meeting with Icahn and other shareholders to “determine if there is a basis upon which the proposed going-private transaction can be completed.”
Ichan’s complaint in the court of Chancery in Delaware notes that Zyskind, the brother-in-law of one of the founding Karfunkel brothers of AmTrust, was paid $66 million as CEO from 2012 t0 2017, or 5.5 percent of the insurer’s net income over that period.
Icahn’s complaint contends to be challenging “a going-private transaction in which a controlling—and self-dealing—family is seeking to take a company private at the wrong time, through the wrong procedures and at a very wrong price. The transaction will transfer huge amounts of value belonging to the company’s public stockholders to the controlling family—which has already used its control of the company to engage in self-dealing on a massive scale.”
Investment firm Arca Capital is working with Icahn and other minority shareholders against the plan. Arca owns approximately 2.4 percent of outstanding shares of AmTrust Financial.
*This story ran previously in our sister publication Insurance Journal.