Independence Holding Company Announces Filing of a Schedule 13E-3 Relating to a "Going Private'' Transaction
27 Junio 2016 - 7:46PM
Independence Holding Company (NYSE:IHC) today announced that it has
filed with the U.S. Securities and Exchange Commission (the “SEC”)
a Schedule 13E-3 transaction statement in connection with the
acquisition of all the outstanding shares of American Independence
Corp. (NASDAQ:AMIC) that it and its affiliate 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 IHC’s
website at www.ihcgroup.com. Information contained on or
connected to IHC'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 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 life insurance through
its subsidiaries since 1980. The IHC Group (including through
its approximately 91% ownership of American Independence Corp.
(NASDAQ:AMIC)) 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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