Insurer AmTrust Financial Services said that AmTrust stockholders have approved a deal for it to become a private entity, a deal that values it at $2.95 billion and was negotiated after activist investor Carl Icahn opposed a previous proposal.
The deal will pay $14.75 per share in cash, up from its earlier offer of $13.50 per share.
The insurer will be acquired by Evergreen Parent, an entity formed by private equity funds managed by Stone Point Capital, together with Barry Zyskind, current chairman and CEO of AmTrust, and founders George Karfunkel and Leah Karfunkel. They will buy the approximately 45 percent of the company’s shares that the Karfunkels and Zyskinds do not presently own or control.
Zyskind is the brother-in-law of the Karfunkel brothers, who started the business.
The transaction is expected to close during the second half of 2018.
“We are pleased with the outcome of today’s vote. In addition to maximizing value for our public stockholders, this transaction provides AmTrust with a strong partner in Stone Point. Together, as a private company, we will continue to serve our clients, agents, partners and policyholders with a focus on initiatives that will help them achieve success,” said Zyskind in a prepared statement.
The final vote showed that 92.6 percent of the shares voted in favor of the merger. With respect to the public stockholders, 81.5 percent voted in favor.
The deal came about after negotiations with Icahn, who, along with another minority investor, Arca Capital, balked at the earlier proposal. Arca, which owns about 2.4 percent of shares, also opposed the latest proposal.
Icahn, who owns a 9.4 percent stake, had sued to stop the earlier proposal that he argued unfairly benefited the controlling Karfunkel family at the expense of public stockholders.
Prague-based Arca said it would likely bring court action if the $14.75 per share deal is approved. It maintains a fair price would be between $25 and $31 per share.
Donald DeCarlo, chairman of the special committee of the AmTrust board of directors, said the amended transaction “follows significant engagement with our public stockholders and is consistent with our commitment to maximize value for our public stockholders.”
The private takeover proposal followed a restatement of earnings and accounting problems. CEO Zyskind and the Karfunkels agreed last year to inject $300 million into the firm.
AmTrust, headquartered in New York, offers specialty property/casualty insurance products, including workers compensation, commercial automobile, general liability, and extended service and warranty coverage through its primary insurance subsidiaries.