-- Continued strong stockholder support for the
business combination deadline to be extended until November 30,
2018 --
Easterly Acquisition Corp. (“Easterly”) (NASDAQ:EACQ) announces
the approval of its stockholders to extend the deadline for it to
complete an initial business combination to November 30, 2018.
Stockholders representing 93.4% of the stockholder base voted, with
all of the votes cast in favor of extending the time that Easterly
has to complete its initial business combination. 807,170 shares of
common stock were redeemed by existing Easterly stockholders in
connection with the extension, leaving approximately $146.6 million
cash in trust after redemptions.
Easterly obtained the extension to allow it more time to
complete its previously announced business combination with Sirius
International Insurance Group, Ltd. (“Sirius Group”). Established
in 1945, Sirius Group, utilizing its unique global branch network,
provides multi-line insurance and reinsurance in over 140
countries. Sirius Group wrote gross written premiums of $1.4
billion in 2017. Sirius Group is a Bermuda-based holding company
with operating companies in Bermuda, Stockholm, New York and
London.
Sirius Group’s principal equity holder is CMIG International
Holding Pte. Ltd. (“CMIG International”). Singapore-based CMIG
International is focused on international investments, asset
management and cross-border M&A, and acquired Sirius Group from
White Mountains Insurance Group, Ltd. in April 2016. CMIG
International has four shareholders, major investor CMIG, is one of
China’s leading private investment companies. It is registered in
Shanghai with subsidiaries across many different sectors including
new energies, healthcare, real estate, aviation, technology,
finance and leasing. The other three ultimate shareholders are Hana
Financial Group Inc., Sun Hung Kai & Co Limited and TBEA Co.
Ltd. who are listed companies in Korea, Hong Kong and China
respectively. CMIG International was recently awarded with S1000
(Singapore 1000 Company) Award in Singapore for its outstanding
performance in the financial services field, and its determination
to continue to meet the highest corporate governance standards.
ABRY Partners, LLC, a Boston-based private equity investment firm
focused on media, communications, insurance, business and
information services, is also an equity owner of Sirius Group.
“We are pleased that our shareholders have supported the
completion of our merger with Sirius Group,” said Avshalom
Kalichstein, Chief Executive Officer of Easterly.
About Sirius Group
Sirius Group is a Bermuda-based holding company with
(re)insurance operating companies in Bermuda, Stockholm, New York
and London. Utilizing disciplined and professional underwriting,
superior risk evaluation and best-in-class pricing technology,
Sirius Group’s subsidiaries provide multi-line (re)insurance
capacity in over 140 countries, including lead capacity for
property, accident & health and other exposures. Additional
information is available at Sirius Group's website located at
www.siriusgroup.com.
About Easterly LLC
Easterly LLC is a private asset management holding company that
has interests in boutique investment management firms. Easterly’s
core expertise is in acting as a principal to grow business
platforms. Easterly enhances businesses as a partner through
capital formation, corporate development, and strategic
implementation activities. Easterly’s principals have a proven
track record of delivering outperformance to both public and
private investors across a variety of sectors. For more information
about Easterly, please visit Easterly’s website at
www.easterlycapital.com.
About Easterly Acquisition Corp.
Easterly Acquisition Corp. is a Special Purpose Acquisition
Company sponsored by Easterly Acquisition Sponsor, LLC, an
affiliate of Easterly LLC, for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses or assets. Easterly Acquisition Corp. completed its
initial public offering in August 2015, raising $200 million in
cash proceeds. Easterly Acquisition Corp.’s officers and certain of
its directors are affiliated with Easterly LLC. For more
information about Easterly Acquisition Corp., please visit its
website at www.easterlyacquisition.com.
Additional Information about the Transaction and Where to
Find It
This communication relates to a proposed business combination
(the “Proposed Transaction”) between Easterly and Sirius Group and
may be deemed to be solicitation material in respect of the
Proposed Transaction. The Proposed Transaction will be submitted to
the stockholders of Easterly for their approval. In connection with
the Proposed Transaction, Sirius Group intends to file with the SEC
a Registration Statement that will include a proxy statement of
Easterly that also includes a prospectus of Sirius. This
communication is not a substitute for the Registration Statement
that Sirius Group will file with the SEC or any other documents
that Sirius Group or Easterly may file with the SEC or that
Easterly may send to its stockholders in connection with the
Proposed Transaction. After the Registration Statement is declared
effective, Easterly will mail a proxy statement/prospectus to its
stockholders in connection with Easterly’s solicitation of proxies
for the special meeting of Easterly stockholders to be held to
approve the business combination and related transactions. This
communication does not contain all the information that should be
considered concerning the Proposed Transaction, including relevant
risk factors that will be included in the proxy
statement/prospectus. It is not intended to provide the basis for
any investment decision or any other decision in respect to the
Proposed Transaction. Easterly stockholders and other interested
persons are advised to read the proxy statement/prospectus
(including any documents incorporated by reference therein) when
available, as these materials will contain important information
about Sirius Group, Easterly and the Proposed Transaction.
Investors and stockholders can obtain free copies of the proxy
statement/prospectus once it is available and other documents filed
with the SEC by Easterly through the web site maintained by the SEC
at www.sec.gov. In addition, investors and stockholders can obtain
free copies of the proxy statement once it is available from
Easterly by accessing Easterly’s website at
www.easterlyacquisition.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. Forward-looking statements may relate to
the Proposed Transaction and any other statements relating to
future results, strategy and plans of Easterly and Sirius Group
(including certain projections, business trends, and statements
which may be identified by the use of the words “plans,, “expects”
or “does not expect,” “estimated,” “is expected,” “budget,”
“scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or
“does not anticipate,” or “believes,” or variations of such words
and phrases or that state certain actions, events or results “may,”
“could,” “would,” “might,” “projects,” “will” or “will be taken,”
“occur” or “be achieved”). Forward-looking statements are based on
the opinions and estimates of management of Easterly or Sirius
Group, as the case may be, as of the date such statements are made,
and they are subject to known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results,
level of activity, performance or achievements to be materially
different from those expressed or implied by such forward-looking
statements. For Sirius Group, these risks and uncertainties
include, but are not limited to, its revenues and operating
performance, general economic and market conditions, industry
trends, legislation or regulatory requirements affecting the
businesses in which it is engaged, management of growth, amount of
redemptions, its business strategy and plans, the sufficiency of
Sirius Group’s asbestos and other reserves, the impact of emerging
claims issues as well as other insurance and non-insurance
litigation, the cost and availability of reinsurance coverage,
catastrophe losses, fluctuations in insurance and reinsurance
pricing, investigations or enforcement actions by governmental
authorities, the result of future financing efforts and its
dependence on key personnel. For Easterly, risks include, but are
not limited to, the risk of significant redemptions by Easterly
stockholders, the inability to retain key personnel, the inability
to obtain stockholder and regulatory approvals and the inability to
successfully close the transaction. Additional information on these
and other factors that may cause actual results and Easterly’s
performance to differ materially is included in Easterly’s periodic
reports filed with the SEC, including but not limited to Easterly’s
Form 10-K for the year ended December 31, 2017 and subsequent Forms
10-Q. Copies may be obtained by contacting Easterly. Readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. These
forward-looking statements are made only as of the date hereof, and
Easterly and Sirius undertake no obligations to update or revise
the forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to sell, nor the solicitation of an offer to buy
any securities, nor is it a solicitation of any vote, consent, or
approval in any jurisdiction pursuant to or in connection with the
Proposed Transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
Participants in Solicitation
Easterly and Sirius Group, and their respective directors and
executive officers, may be deemed participants in the solicitation
of proxies of Easterly stockholders in respect of the Proposed
Transaction. Information about the directors and executive officers
of Easterly is set forth in Easterly’s Annual Report on Form 10-K
for the year ended December 31, 2017. Information about the
directors and executive officers of Sirius Group and more detailed
information regarding the identity of all potential participants,
and their direct and indirect interests, by security holdings or
otherwise, will be set forth in Sirius Group’s Registration
Statement that will include a proxy statement of Easterly.
Investors may obtain additional information about the interests of
such participants by reading such proxy statement when it becomes
available
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180629005116/en/
Sirius GroupMichael PapamichaelSirius International
Insurance Group,
Ltd.212-312-0219michael.papamichael@siriusgroup.comorEasterlyInvestor
RelationsEasterly Acquisition
Corp.646-712-8300ir@easterlyacquisition.com
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