Tower Group, Inc. (“Tower”; NASDAQ: TWGP) and Specialty Underwriters'
Alliance, Inc. (“SUA”; NASDAQ: SUAI) have announced today that they have
entered into a definitive agreement for the acquisition of SUA by Tower
in a transaction valued at approximately $107 million. Under the terms
of that agreement, SUA shareholders would receive Tower common stock
equal to $6.72 per SUA share based on Friday’s closing stock price for
Tower of $24.00.
Transaction Highlights:
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Financially compelling to Tower and SUA stockholders
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-- SUA is valued in the transaction at an 87% premium to SUA’s
average closing price over the past 30 trading days.
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-- On a pro forma basis as of March 31, 2009, Tower’s stockholders’
equity increases by 13% from $786.9 million to approximately $890
million. The transaction is expected to be accretive to Tower’s book
value per share immediately at closing.
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-- After giving effect to the transaction, Tower projects its 2010
Diluted EPS will be in a range between $3.50 and $3.70 which
accounts for the additional shares expected to be issued.
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Strengthens specialty business segment
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-- SUA will be able to better leverage its strong distribution
network and expand its business opportunities by accessing Tower’s
A- rating by A.M. Best Company.
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-- Tower will be able to create a separate and distinct underwriting
and operational infrastructure dedicated to specialty business which
would take advantage of the growth opportunities in this area.
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-- The combination of Tower’s and SUA’s specialty businesses creates
a much larger, efficient, more scalable and profitable specialty
business with strong growth potential.
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Establishes a Midwest regional office to support continued
geographical expansion
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-- Tower’s brokerage insurance business will be expanded by
utilizing SUA’s underwriting staff to offer products to wholesale
and retail agents in the Midwest where Tower does not have an
operating presence.
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Under the terms of the agreement, SUA shareholders, including Class B
shareholders, will receive 0.28 shares of Tower common stock for each
share of SUA common stock or SUA class B stock. The exchange ratio is
subject to adjustment based on Tower’s volume weighted average price per
share during a 15 day trading window prior to closing, and will be fixed
at 0.28 if the average price of Tower stock during such period is equal
to or greater than $23.25 and equal to or less than $27.75. If the
average stock price during such period is greater than $27.75, the
exchange ratio will be adjusted downward to provide SUA shareholders
with a fixed value per share of $7.77. If the average stock price during
such period is less than $23.25 but equal to or more than $20.00, the
exchange ratio will be adjusted upward to provide SUA shareholders with
a fixed value per share of $6.51. However, if Tower’s average stock
price during such period falls below $20.00, the exchange ratio will be
fixed at 0.3255, and SUA will have the right, for a limited period, to
terminate the agreement, unless Tower elects to add Tower shares to
provide SUA shareholders with a value per share of $6.51.
The boards of directors of Tower and SUA have approved the transaction,
and the board of directors of SUA has recommended the transaction to its
shareholders. The transaction is expected to close approximately at
year-end 2009, subject to customary closing conditions, including the
approval by SUA shareholders, as well as certain regulatory approvals.
Michael H. Lee, Chairman and CEO of Tower, stated, “Acquiring SUA
enables us to raise additional capital cost effectively to support our
growth initiatives. It also significantly enhances our profile in the
specialty business segment, an area in which we are seeing very strong
opportunities for growth. By fully leveraging the operating platform and
distribution relationships that SUA has developed, we are confident in
our ability to further build on CastlePoint’s specialty business. We
particularly value the experienced people at SUA who will help us in
executing our plans in the specialty business segment.”
Courtney Smith, SUA’s President and CEO, stated, “We are pleased to join
forces with Tower, which has a strong track record in acquisitions and
providing meaningful value to shareholders. After a careful review of
our strategic alternatives, our board has concluded that this
transaction provides our shareholders with the best opportunity to
enhance shareholders’ value. In addition, our affiliation with Tower
will allow us to improve our profitability and take advantage of the
current market opportunities by accessing Tower’s A- rating by A.M. Best
Company and strong capitalization.”
Tower retained Debevoise & Plimpton LLP as its legal advisor. FBR
Capital Markets & Co. acted as SUA’s exclusive financial advisor, and
Stroock & Stroock & Lavan LLP acted as SUA’s independent legal advisor.
Additional Highlights and Disclosures:
Tower 2010 Guidance
For 2010, including the effects of the SUA transaction, Tower projects
its diluted earnings per share to be in a range between $3.50 and $3.70
per diluted share.
Investor Call and Presentation
Tower and SUA will host a joint conference call on Tuesday, June 23,
2009 at 10:00 A.M. (Eastern Time) to discuss the transaction. The
call-in number is: 877-795-3649; international 719-325-4788. This
conference call will also be broadcast live over the Internet. To access
the presentation and a listen-only webcast over the Internet, please
visit the Investor Information section of Tower’s website, www.twrgrp.com.
Please access the website at least 15 minutes prior to the call to
register and to download any necessary audio software. If you are unable
to participate during the live conference call, a listen-only webcast
will be archived in the Investor Information section of both companies’
websites.
About Tower
Tower Group, Inc. offers property and casualty insurance products and
services through its operating subsidiaries. Its insurance company
subsidiaries in the U.S. offer insurance products to individuals and
small to medium-sized businesses through its network of retail and
wholesale agents and specialty business through program underwriting
agents. Tower also offers reinsurance solutions to small insurance
companies through its Bermuda based reinsurer and U.S. insurance
companies. Tower's insurance services subsidiaries provide underwriting,
claims and reinsurance brokerage services to other insurance companies.
About SUA
Specialty Underwriters' Alliance, Inc., through its subsidiary SUA
Insurance Company, is a specialty property and casualty insurance
company providing commercial insurance products through exclusive
wholesale Partner Agents that serve niche groups of insureds. These
targeted customers require highly specialized knowledge due to their
unique risk characteristics. Examples include tow trucks, professional
employer organizations, public entities, and contractors. SUA's
innovative approach provides products and claims handling, allowing the
Partner Agent to focus on distribution and customer relationships.
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This press release or any other
written or oral statements made by or on behalf of Tower or SUA may
include forward-looking statements that reflect Tower’s or SUA’s current
views with respect to future events and financial performance. All
statements other than statements of historical fact included in this
press release are forward-looking statements. Forward-looking statements
can generally be identified by the use of forward-looking terminology
such as “may,” “will,” “plan,” “expect,” “project,” “intend,”
“estimate,” “anticipate,” “believe” or “continue” or their negative or
variations or similar terminology. All forward-looking statements
address matters that involve risks and uncertainties. Accordingly, there
are or will be important factors that could cause the actual results of
Tower, SUA or the combined company to differ materially from those
indicated in these statements. The following factors, among others,
could cause or contribute to such material differences: the ability to
obtain governmental approvals or rulings on or regarding the transaction
on the proposed terms and schedule; the failure of the shareholders of
SUA to approve the merger; the failure to satisfy the closing conditions
to the transaction; the risk that the businesses will not be integrated
successfully or that such integration may be more difficult,
time-consuming or costly than expected; the risk that the revenue
opportunities, cost savings and other anticipated synergies from the
merger may not be fully realized or may take longer to realize than
expected; disruption from the merger making it difficult to maintain
relationships with customers, employees, brokers and managing general
agents; the risk that the U.S. tax authorities may view the tax
treatment of the merger and/or the other transactions contemplated by
the merger agreement differently from Tower’s and SUA’s tax advisors;
costs relating to the transaction; ineffectiveness or obsolescence of
the business strategy due to changes in current or future market
conditions; increased competition on the basis of pricing, capacity,
coverage terms or other factors; greater frequency or severity of claims
and loss activity, including as a result of natural or man-made
catastrophic events, than the underwriting, reserving or investment
practices of Tower and SUA anticipate based on historical experience or
industry data; the ability to obtain necessary governmental licenses;
the ability to hire and retain executive officers and other key
personnel; the effects of acts of terrorism or war; developments in the
world's financial and capital markets that adversely affect the
performance of Tower’s or SUA's investments; changes in regulations or
laws applicable to Tower or SUA or their respective subsidiaries,
brokers or customers, including tax laws in the United States;
acceptance of products and services, including new products and
services; changes in the availability, cost or quality of reinsurance
and failure of Tower’s or SUA’s reinsurers to pay claims timely or at
all; decreased demand for Tower or SUA’s insurance or reinsurance
products; the effects of mergers, acquisitions and divestitures in the
insurance and reinsurance sectors; changes in rating agency policies or
practices; changes in legal theories of liability under Tower’s or SUA’s
insurance policies or the policies that it reinsures; changes in
accounting policies or practices; changes in general economic
conditions, including inflation; and other events and factors disclosed
previously and from time to time in Tower’s or SUA’s filings with the
SEC, including Tower’s and SUA’s Annual Reports on Form 10-K for the
year ended December 31, 2008. Forward-looking statements speak only as
of the date on which they are made, and neither Tower nor SUA undertakes
any obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future developments
or otherwise.
Additional Information
The proposed merger will be submitted to shareholders of SUA for their
consideration. In connection with the proposed merger, Tower and SUA
will file with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-4, a proxy statement/prospectus and
other relevant documents. Shareholders of SUA are urged to read the
registration statement, the proxy statement/prospectus and all other
documents which will be filed with the SEC regarding the proposed merger
when they become available because they will contain important
information. Shareholders will be able to obtain a free copy of the
registration statement, proxy statement/prospectus (when available), as
well as other filings containing information about Tower and SUA,
without charge, at the SEC’s Internet site (www.sec.gov).
Copies of the registration statement, proxy statement/prospectus and the
filings with the Securities and Exchange Commission that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, without charge, by accessing the companies’ websites: http://www.twrgrp.com/
or http://www.suainsurance.com/
SUA, its directors and executive officers and other persons may be
deemed to be participants in the solicitations of proxies from the
shareholders of SUA in respect of the proposed merger. Information
regarding SUA’s directors and executive officers is available in its
proxy statement filed with the Securities and Exchange Commission on
April 1, 2009. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus when it becomes available.
This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction. No offering of securities shall be made except by means of
a proxy statement/prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
For more information visit Tower's website at
http://www.twrgrp.com/.
Or SUA's website at
http://www.suainsurance.com/.
Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5991617〈en
Tower Group, Inc.
Thomas Song
Managing Vice President
212-655-4789
tsong@twrgrp.com
or
Specialty
Underwriters' Alliance, Inc.
Scott Goodreau
Senior Vice
President
888-782-4672
InvestorRelations@SUAInsurance.com