“We are enthusiastic about this accretive transaction which adds the portfolio of Omega’s existing policies and management expertise. The transaction provides us with enhanced capacity to support our future reinsurance operations while continuing to provide outsourced services for foreign insurance carriers in Canada,” said
Omega’s expertise in both the Canadian run-off phase and the Canadian start-up phase for a foreign insurance company gives Omega a strategic advantage in its two main target markets:
1. To provide those insurers wishing to access the Canadian market an
ability to do so in the most efficient manner, through fronting
arrangements and other creative solutions;
2. To provide those insurers wishing to exit
Serving as Omega’s Chief Executive Officer since 2004, Mr.
Serving as Omega’s Chief Financial officer since 2004, Mr.
The letter of intent contemplates that the Company will pay an aggregate purchase price of 1.2 times book value, or approximately
The aggregate purchase price will be payable as follows: (i) at the closing of the Proposed Transaction (and 90 days from the date of completion of any qualifying transactions in progress at closing), Till will pay to the Omega shareholders 95% of the purchase price in cash and (ii) 12 months after the closing of the Proposed Transaction, Till will pay to the Omega shareholders 5% of the purchase price in cash. The payment at 12 months following closing of the Proposed Transaction is subject to reduction in the event losses incurred on the policies purchased from Omega are greater than 10% above the actual loss reserves pursuant to the financial statements prepared as of the most recent quarter end prior to the closing date. Insiders of Omega will be permitted to receive shares of Till in lieu of the 95% cash payment. In the event the insiders elect to receive shares of Till, the value per share will be the VWAP for the 5-day period ending on the day immediately prior to the closing date of the Proposed Transaction less the maximum discount allowed by the
Should the Proposed Transaction be completed, Omega will become a wholly-owned subsidiary of the Company. It is expected that
Pursuant to the letter of intent, the shareholders of Omega have agreed to negotiate and deal exclusively with the Company until the earlier of
The parties are currently negotiating definitive terms and documents for the Proposed Transaction, which documents will contain customary representations, warranties, covenants, indemnities and other ancillary agreements to the extent appropriate for transactions of the type of the Proposed Transaction.
As of the date hereof, there is no assurance that the Company will consummate the Proposed Transaction. Completion of the Proposed Transaction is subject to a number of conditions, including the negotiation and settlement of definitive terms for the Proposed Transaction and the entering into of a definitive share purchase agreement among the parties, completion of due diligence, approval of Canada’s Office of the Superintendent
Till Capital is a unique
For additional information:
Chairman and Chief Executive Officer
(208) 635 5415
The Till shares are restricted voting shares, whereby no single shareholder of Till is able to exercise voting rights for more than 9.9% of the voting rights of the total issued and outstanding Till shares (the "9.9% Restriction”). However, if any one shareholder of Till beneficially owns, or exercises control or direction over, more than 50% of the issued and outstanding Till shares, the 9.9% Restriction will cease to apply to the Till shares.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Till or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. Trading in the securities of Till should be considered speculative.
Cautionary Statement Regarding Forward Looking Information
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “except”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “will”, “could” and other similar words, or statements that certain events or conditions “may” occur. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Till assumes no obligation to update forward-looking information should circumstances or management’s estimates or opinions change.
Chairman and Chief Executive Officer