AmTrust Stockholders to Receive $14.75 Per Share in
Cash
AmTrust Financial Services, Inc. (Nasdaq:AFSI) ("AmTrust" or the
"Company") announced today that, based on a certified vote tally
from the Special Meeting held today, AmTrust stockholders have
approved the proposed amended merger transaction in which Evergreen
Parent, L.P., an entity formed by private equity funds managed by
Stone Point Capital LLC ("Stone Point"), together with Barry
Zyskind, Chairman and CEO of AmTrust, George Karfunkel and Leah
Karfunkel (collectively, the "Karfunkel-Zyskind Family"), will
acquire the approximately 45% of the Company's issued and
outstanding common shares that the Karfunkel-Zyskind Family and
certain of its affiliates and related parties do not presently own
or control.
In connection with the transaction, AmTrust stockholders will
receive $14.75 in cash for each share of AmTrust common stock they
own. The transaction values the fully diluted equity of the Company
at approximately $2.95 billion, excluding the Company's outstanding
preferred stock. The transaction is expected to close during the
second half of 2018, subject to the satisfaction of customary
closing conditions, including approval by regulatory
authorities.
Barry Zyskind, Chairman and CEO of AmTrust, said, "We are
pleased with the outcome of today's vote. In addition to maximizing
value for our public stockholders, this transaction provides
AmTrust with a strong partner in Stone Point. Together, as a
private company, we will continue to serve our clients, agents,
partners and policyholders with a focus on initiatives that will
help them achieve success.
"I would like to thank our approximately 8,000 global employees
who, throughout this process, have remained focused on serving our
policyholders with best-in-class dedication and service. As our
company continues to innovate and drive toward operational
excellence, our team members will be AmTrust's most valuable engine
in achieving our long-term objectives."
Jim Carey, Senior Principal of Stone Point Capital, said, "Stone
Point is excited to partner alongside the Karfunkel-Zyskind family
and AmTrust's management team. We look forward to working closely
with management to help them drive their current operational
initiatives and ultimately capitalize on the longer-term
opportunities for the business."
Donald DeCarlo, Chairman of the Special Committee of the AmTrust
Board of Directors, said, "The amended transaction follows
significant engagement with our public stockholders, and is
consistent with our commitment to maximize value for our public
stockholders. I want to thank my fellow Committee members and the
entire Board for their diligent and tireless efforts on behalf of
AmTrust stockholders, and the stockholders themselves for the
careful consideration they gave to this important matter."
The final vote certified by the independent inspector of
election showed that 156,673,970 shares, or 79.8% of the
outstanding common stock, representing 92.6% of the shares voted,
were cast in favor of the merger.
With respect to the Public Stockholders, 55,116,675 shares, or
67.4% of the total public stock outstanding, representing 81.5% of
the public shares voted at the Special Meeting, were cast in favor
of the merger.
The vote was certified by the independent Inspector of
Elections, First Coast Results, Inc., and will be filed with the
Securities and Exchange Commission on a Form 8-K.
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.
About Stone Point Capital
Stone Point Capital LLC (www.stonepoint.com) is a financial
services-focused private equity firm based in Greenwich, CT. The
firm has raised and managed seven private equity funds – the
Trident Funds – with aggregate committed capital of approximately
$19 billion. Stone Point targets investments in the global
financial services industry, including investments in companies
that provide outsourced services to financial institutions, banks
and depository institutions, asset management firms, insurance and
reinsurance companies, insurance distribution and other
insurance-related businesses, specialty lending and other credit
opportunities, mortgage services companies and employee benefits
and healthcare companies.
Forward Looking Statements
This 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 failure to satisfy 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,
including litigation relating to the proposed merger. 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.
AmTrust Financial Services Chaya
CooperbergChief Communications Officer & SVP Corporate
Affairschaya.cooperberg@amtrustgroup.com(646) 458-3332
Hunter HoffmannGlobal Director of Public
RelationsHunter.Hoffmann@amtrustgroup.com646.458.3362
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