AmTrust Financial Services, Inc. (Nasdaq:AFSI) (the "Company" or
"AmTrust") today announced that it intends to adjourn to June 21,
2018, the Special Meeting to be held to approve the adoption of the
merger agreement between the Company and Evergreen Parent, L.P., an
entity formed by the Karfunkel-Zyskind Family and private equity
funds managed by Stone Point Capital LLC. Based on a
preliminary assessment of votes received by the Company’s proxy
solicitor, it appears that the vote to adopt the merger agreement
under Section 251 of the General Corporation Law of the State of
Delaware has been satisfied, but that the vote of the majority of
minority stockholders under the terms of the merger agreement has
not been satisfied.
The Company has been advised that the
Karfunkel-Zyskind Family has scheduled a meeting with Carl Icahn
and that the Karfunkel-Zyskind Family intends to meet with other
shareholders to determine if there is a basis upon which the
proposed going-private transaction can be completed. The
Karfunkel-Zyskind Family has informed the Company that they will
attempt to find a basis to complete the proposed going-private
transaction, but there can be no assurance that the parties will
reach agreement.
AmTrust intends to reconvene the Special Meeting
on June 21, 2018 at 10:00 a.m. (Eastern time), at 59 Maiden Lane,
43rd Floor, New York City. The record date for stockholders
entitled to vote at the Special Meeting remains April 5, 2018 and
no changes have been made to the proposals to be voted on by
stockholders at the Special Meeting. Once the Special Meeting
is reconvened, the final vote count will be certified by the
independent Inspector of Elections, First Coast Results, Inc.,
whose report will filed with the Securities and Exchange Commission
on a Form 8-K as soon as practicable.
AmTrust stockholders who have questions
or need assistance in voting their shares, please contact AmTrust’s
proxy solicitor:
MacKenzie Partners, Inc. 1407
Broadway, 27th Floor New York, New York 10018 (212) 929-5500 (Call
Collect) Call Toll-Free (800) 322-2885 Email:
AmTrust@mackenziepartners.com
About AmTrust Financial Services,
Inc. AmTrust Financial Services, Inc., a multinational
insurance holding company headquartered in New York, offers
specialty property and casualty insurance products, including
workers' compensation, commercial automobile, general liability and
extended service and warranty coverage through its primary
insurance subsidiaries rated "A" (Excellent) by A.M. Best. AmTrust
is included in the Fortune 500 list of largest companies. For more
information about AmTrust visit www.amtrustfinancial.com.
Forward Looking StatementsThis
news release contains certain forward-looking statements that are
intended to be covered by the safe harbors created by the Private
Securities Litigation Reform Act of 1995. When we use words such as
"anticipate," "intend," "plan," "believe," "estimate," "expect," or
similar expressions, we do so to identify forward-looking
statements. Examples of forward-looking statements include the
plans and objectives of management for future operations, including
those relating to future growth of our business activities and
availability of funds, and estimates of the impact of material
weaknesses in our internal control over financial reporting, and
are based on current expectations that involve assumptions that are
difficult or impossible to predict accurately and many of which are
beyond our control. Actual results may differ materially from those
expressed or implied in these statements as a result of significant
risks and uncertainties, including, but not limited to, the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, including as
a result of any downgrade in the A.M. Best Financial Strength
Rating of the Company’s insurance subsidiaries below “A”, which
risk may be heightened due to the fact that such ratings are
currently “under review with negative implications” and that the
Company has previously disclosed material weaknesses in its
internal controls over financial reporting, the inability to obtain
the requisite stockholder approval for the proposed merger or the
failure to satisfy other conditions to completion of the proposed
merger, risks that the proposed transaction disrupts current plans
and operations, the ability to recognize the benefits of the
merger, the amount of the costs, fees, expenses and charges related
to the merger, non-receipt of expected payments from insureds or
reinsurers, changes in interest rates, changes in tax laws, the
effect of the performance of financial markets on our investment
portfolio, the amounts, timing and prices of any share repurchases
made by us under our share repurchase program, development of
claims and the effect on loss reserves, accuracy in projecting loss
reserves, the cost and availability of reinsurance coverage, the
effects of emerging claim and coverage issues, changes in the
demand for our products, our degree of success in integrating
acquired businesses, the effect of general economic conditions,
state and federal legislation, regulations and regulatory
investigations into industry practices, our ability to timely and
effectively remediate the material weakness in our internal control
over financial reporting and implement effective internal control
over financial reporting and disclosure controls and procedures in
the future, access to public markets to raise debt or equity
capital, risks associated with conducting business outside the
United States, the impact of Brexit, developments relating to
existing agreements, disruptions to our business relationships with
Maiden Holdings, Ltd. or National General Holdings Corp., breaches
in data security or other disruptions with our technology, any
inability to keep pace with technological advances, heightened
competition, changes in pricing environments, changes in asset
valuations and the results of legal proceedings. Additional
information about these risks and uncertainties, as well as others
that may cause actual results to differ materially from those
projected, is contained in our filings with the SEC, including our
Annual Report on Form 10-K and our quarterly reports on Form 10-Q.
The projections and statements in this news release speak only as
of the date of this news release and we undertake no obligation to
update or revise any forward-looking statement, whether as a result
of new information, future developments or otherwise, except as may
be required by law.
Additional Information and Where to Find
It In connection with the proposed transaction, the
Company has filed with the Securities and Exchange Commission (the
“SEC”) a proxy statement on Schedule 14A and may file other
documents with the SEC regarding the proposed transaction. This
letter is not a substitute for the proxy statement or any other
document that the Company may file with the SEC. INVESTORS IN AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the proxy statement and other documents filed
with the SEC by the Company through the web site maintained by the
SEC at www.sec.gov or by contacting the investor
relations department of the Company or MacKenzie Partners, Inc.,
the Company’s proxy solicitor.
Participants in the
Solicitation The Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
regarding the Company’s directors and executive officers, including
a description of their direct interests, by security holdings or
otherwise, is contained in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2017 as amended on Form 10-K/A
filed with the SEC on April 23, 2018. A more complete description
is available in the proxy statement on Schedule 14A filed with the
SEC on May 4, 2018. You may obtain free copies of these documents
as described in the preceding paragraph.
Contacts
AmTrust Financial ServicesChaya
CooperbergChief Communications Officer & SVP Corporate
Affairschaya.cooperberg@amtrustgroup.com(646) 458-3332
Hunter HoffmannGlobal Director of Public
RelationsHunter.Hoffmann@amtrustgroup.com (646)
458-3362
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