American Independence Corp. Announces Filing of a Schedule 13E-3 Relating to a ‘Going Private’ Transaction
27 Junio 2016 - 7:35PM
American Independence Corp. (NASDAQ:AMIC) today announced that a
Schedule 13E-3 transaction statement has been filed with the
U.S. Securities and Exchange Commission (the “SEC”) in connection
with the acquisition of all the outstanding shares of AMIC that its
controlling stockholders Independence Holding Company (“IHC”) and
Madison Investors Corporation (“MIC”) do not currently own.
IHC and MIC own in the aggregate approximately 91% of the
outstanding shares of common stock of AMIC. The contemplation
of the transaction was first announced in a press release issued on
January 5, 2016.
The transaction constitutes a “going-private”
transaction under Rule 13E-3 of the Securities Exchange Act of
1934. The filed Schedule 13E-3 is in preliminary form and is
subject to SEC review. The offer to purchase all outstanding shares
of AMIC that IHC and MIC do not currently own will not commence
until the SEC has completed its review and IHC and MIC have amended
the Schedule 13E-3 accordingly.
When the “going private” transaction is
effected, all of the shareholders of AMIC, other than IHC and MIC
and the AMIC shareholders who exercise their appraisal rights, as
of a to-be established record date, will receive $24.74 cash per
share for their AMIC common stock. The purchase price is based
upon, among other things, the valuation analysis of its financial
advisor. Shareholders who oppose the transaction will be entitled
to appraisal rights in accordance with applicable Delaware law.
AMIC shareholders and other investors are urged
to read the Schedule 13E-3 and the other documents filed with
the SEC carefully before they make any decision with respect to the
“going private” transaction because they contain important
information about the transaction. The Schedule 13E-3 and all
other documents filed with the SEC in connection with the “going
private” transaction is available free of charge at the SEC’s web
site at www.sec.gov. The Schedule 13E-3 can also be found at AMIC’s
website at www.americanindependencecorp.com. Information
contained on or connected to AMIC's website is not incorporated by
reference into the Schedule 13E-3 and should not be considered part
of the Schedule 13E-3 or any other filing that is made with the
SEC.
This press release is issued for information
purposes only and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy any security, nor
is it a solicitation of any vote or approval in any jurisdiction,
nor shall there be any sale, issuance or transfer of the securities
referred to in this press release in any jurisdiction in
contravention of applicable law. Neither the SEC nor any state
securities commission has approved or disapproved of the
transaction, or passed upon the adequacy or accuracy of this press
release, or the merits or fairness of the transaction. Any
representation to the contrary is a criminal offense.
About American Independence
Corp.
American Independence Corp. (AMIC) is a holding
company principally engaged in health insurance and
reinsurance. It provides specialized health coverage and
related services to commercial customers and individuals.
Through Independence American Insurance Company and its other
subsidiaries, it offers non-subscriber occupational accident, pet
insurance, short-term medical, vision, dental and various
supplemental products. Through its subsidiaries IHC Specialty
Benefits, Inc. (including through www.healthedeals.com and
www.aspiraAmas.com), IPA Direct, LLC and IPA Family, LLC, AMIC
markets products underwritten by its affiliated companies and
various products (including ACA plans and medical stop-loss) on
behalf of unaffiliated carriers.
Forward-Looking Statements
Certain statements and information contained in
this release may be considered “forward-looking statements,” such
as statements relating to management's views with respect to future
events and financial performance. Such forward-looking
statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from
historical experience or from future results expressed or implied
by such forward-looking statements. Potential risks and
uncertainties include, but are not limited to, economic conditions
in the markets in which AMIC operates, new federal or state
governmental regulation, AMIC’s ability to effectively operate,
integrate and leverage any past or future strategic acquisition,
and other factors which can be found in AMIC’s other news releases
and filings with the Securities and Exchange Commission. AMIC
expressly disclaims any duty to update its forward-looking
statements unless required by applicable law.
CONTACT: LOAN NISSER
(646) 509-2107
www.americanindependencecorp.com
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