Independence Holding Company Announces Completion of Going Private Transaction of American Independence Corp.
31 Agosto 2016 - 7:36AM
Independence Holding Company (NYSE:IHC) today announced that the
merger (the “Merger”) of American Independence Corp. (NASDAQ:AMIC)
with and into AMIC Holdings, Inc. (“Holdings”) became effective on
August 31, 2016 (the “Effective Date”). All of the stock of
Holdings is owned by Independence Holding Company and one of its
subsidiaries. IHC initiated the going private transaction, which is
effected by way of the Merger, on June 27, 2016.
Pursuant to the terms of the Merger, each
outstanding share of common stock of AMIC, other than shares held
by Holdings and shares as to which appraisal rights are perfected,
that was held immediately prior to the Effective Date has been
cancelled and represents only the right to receive $24.74 per share
in cash, without interest (the “Stock Merger Price”).
In addition, AMIC has requested from Nasdaq that
it be suspended from trading on the Effective Date, at which time
AMIC’s shares of common stock will be halted prior to market open
and suspended effective at the close of business on the Effective
Date. AMIC will also request that NASDAQ file a Form 25 with the
U.S. Securities and Exchange Commission (the "SEC") notifying the
SEC of the delisting of its shares of common stock on NASDAQ and
the deregistration of AMIC's registered securities. Ten days after
the filing of the Form 25, AMIC will suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended,
by filing a Form 15 with the SEC. At such time, AMIC will no
longer be required to file Form 10-K’s, Form 10-Q’s, Form 8-K’s and
other filings that are required of public companies.
Roy T. K. Thung, Chief Executive Officer,
commented, “We are pleased that IHC has now completed the process
of taking AMIC private, and we now own 100% of the shares of common
stock of Holdings, the surviving entity after the Merger, and that
of its subsidiaries, including Independence American Insurance
Company and IHC Specialty Benefits Inc. As a result of this
transaction, we will realize considerable cost savings as we will
no longer have the expense of running a separate public
company.”
About The IHC Group
Independence Holding Company (NYSE:IHC) is a
holding company that is principally engaged in underwriting,
administering and/or distributing group and individual disability,
specialty and supplemental health, pet, and group life insurance
through its subsidiaries since 1980. The IHC Group owns three
insurance companies (Standard Security Life Insurance Company of
New York, Madison National Life Insurance Company, Inc. and
Independence American Insurance Company), a majority of Ebix Health
Administration Exchange, Inc., a fully insured third party
administrator, and IHC Specialty Benefits, Inc., which is a
technology-driven insurance sales and marketing company that
creates value for insurance producers, carriers and consumers (both
individuals and small businesses) through a suite of proprietary
tools and products (including ACA plans and small group medical
stop-loss). All products are placed with highly rated
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 IHC operates, new federal or state
governmental regulation, IHC’s ability to effectively operate,
integrate and leverage any past or future strategic acquisition,
and other factors which can be found in IHC’s other news releases
and filings with the Securities and Exchange Commission. IHC
expressly disclaims any duty to update its forward-looking
statements unless required by applicable law.
CONTACT: Loan Nisser
(646) 509-2107
www.IHCGroup.com
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