In the transaction, shareholders of Fortegra will receive
Tiptree’s President and CEO
“This transaction allows Fortegra to continue to serve our customers as we have for the past thirty-six years. We will continue to operate as we have in the past, as part of a public company, only now with a partner that views their investment as permanent capital. We were also able to allow our shareholders to realize significant, immediate value,” said
The Boards of Directors of both companies, including an independent special committee of the Fortegra Board, have unanimously approved the transaction. Following the execution of the merger agreement, stockholders representing approximately 62% of the outstanding shares of Fortegra common stock executed a written consent adopting and approving the merger agreement. No additional stockholder approvals are necessary to adopt the merger agreement or consummate the transaction. The merger agreement includes a 30-day “go-shop” period during which the special committee of the Fortegra Board of Directors, with the assistance of its independent financial and legal advisors, will actively solicit, receive, evaluate and potentially enter into negotiations with interested parties that offer alternative proposals. It is not anticipated that any developments will be disclosed with regard to this process unless Fortegra’s special committee makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.
Tiptree and Fortegra expect to complete the transaction in late 2014 or early 2015 after satisfaction of customary closing conditions, including, among other things, insurance regulatory approvals and expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There is no financing contingency. Upon completion of the transaction, Fortegra common shares will no longer be registered with the
Tiptree is a diversified holding company engaged through its consolidated subsidiaries in a number of businesses and is an active acquirer of new businesses. Tiptree, whose operations date back to 2007, currently has subsidiaries that operate in four industry segments: insurance and insurance services, specialty finance, asset management and real estate.
Fortegra, traded on the
This press release includes certain forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Tiptree or Fortegra to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the failure to satisfy conditions to completion of the merger, the timing and completion of the merger, the outcome of any legal proceedings relating to the merger, and the effect of the announcement on Fortegra’s customer relationships, operating results and business generally. Such factors also include, but are not limited to, the risks and uncertainties described in Tiptree’s reports filed with the
In connection with the proposed transaction, Fortegra will file relevant materials with the
Investors and shareholders may obtain free copies of the information statement and other documents filed by Fortegra (when available) at the
Investor Relations, 212-446-1400
Investor Relations, 904-352-2759
Most Popular Stories
- Why the Bond Market Isn't as Safe as You Think
- Lexus Luxury Compact Sedan Wins Buyers
- Review: Pay by Phone or Just Keep Using Plastic?
- Royals Beat A's in 12-inning Wild Card Thriller
- Dallas Parents Fear Students Exposed to Ebola
- What to Look for in Mich. Jobs Market
- Construction Spending Down Again for August
- Obama Seeks Traction From Economic Recovery
- Pickup Discounts Boost September Auto Sales
- N.Y. Ups Awards of State Contracts to Minorities