Majestic Capital to Be Acquired by Bayside Capital Partners
21 Septiembre 2010 - 3:25PM
Business Wire
Majestic Capital, Ltd. (Majestic Capital) (Nasdaq: MAJC) today
announced that it has entered into a definitive agreement to be
acquired by Bayside Capital Partners LLC (Bayside Capital Partners)
for $0.45 per share in cash, or an aggregate purchase price of
approximately $7.8 million. The $0.45 per share in cash purchase
price represents a premium of 105% to Majestic Capital’s closing
price yesterday of $0.22. Bayside Capital Partners is a holding
company, the principal members of which are Lancer Financial Group,
Inc. (Lancer Financial), David and Timothy Delaney, and individuals
who are, in some cases, shareholders of Lancer Financial.
Completion of the transaction, which is expected to occur in the
first quarter of 2011, is subject to the approval of Majestic
Capital’s shareholders, regulatory approvals, adoption of certain
amendments to the governing documents of Majestic Capital’s Trust
Preferred Securities, modification of Majestic Capital’s lease for
office space in Poughkeepsie, New York on terms that are acceptable
to Bayside Capital Partners, and other customary closing
conditions. Lancer Financial has provided a financing commitment to
Bayside Capital Partners for the full amount of the merger
consideration.
James Scardino, Chief Executive Officer of Majestic Capital,
said: "We are pleased to reach an agreement with Bayside Capital
Partners. This transaction delivers a substantial premium to market
price for our shareholders in circumstances in which it has been
difficult for us to generate alternatives from the capital markets.
After a careful review of our strategic alternatives, our Board has
concluded that this transaction provides the best opportunity to
enhance shareholder value. The strategic relationship with Bayside
Capital Partners, its members and Lancer Financial will allow us to
improve profitability and take advantage of current market
opportunities. It will also provide us with attractive long-term
opportunities for our employees, customers and business
partners."
Macquarie Capital (USA) Inc. is acting as the financial advisors
to Majestic Capital. LMC Capital LLC provided a fairness opinion to
Majestic Capital’s Board of Directors and its Special Transaction
Committee of independent directors.
About Majestic Capital, Ltd.
Majestic Capital, Ltd., through its subsidiaries, is a specialty
provider of workers' compensation insurance products. The Company
seeks to provide quality products and services that fit the needs
of its insureds and is dedicated to developing and maintaining a
mutually beneficial, long-term relationship with them. The
Company's workers' compensation insurance coverage is offered to
employers in California, New York, New Jersey, Arizona, Nevada, and
other states. Further information can be found on the Company's
website at http://www.MajesticCapital.com.
Additional Information About This Transaction
Majestic Capital intends to file a proxy statement in connection
with the shareholder meeting to be called to vote on approval of
the proposed merger. The proxy statement will be mailed to Majestic
Capital’s shareholders, who are urged to read the proxy statement
and other relevant materials when they become available because
they will contain important information about the merger. Investors
and security holders may obtain free copies of these documents and
other documents filed with the Securities and Exchange Commission
at the SEC’s website at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by Majestic Capital on its corporate website at
www.majesticcapital.com.
Majestic Capital’s officers and directors may be participants in
the solicitation of proxies from Majestic Capital’s shareholders
with respect to the merger. Information about Majestic Capital’s
executive officers and directors, and their ownership of Majestic
Capital common shares, is set forth in the proxy statement for
Majestic Capital’s 2010 Annual Meeting of Shareholders, which was
filed with the SEC on March 24, 2010. Additional information
regarding the direct and indirect interests of Majestic Capital’s
executive officers and directors in the merger will be set forth in
the proxy statement for the merger.
Forward-Looking statements
This press release contains forward-looking statements within
the meaning of federal securities law, including statements
concerning plans, objectives, goals, strategies, projections of
future events or performance and underlying assumptions (many of
which are based, in turn, upon further assumptions). These
statements are based on our current expectations and projections
about future events and are identified by terminology such as
“may,” “will,” “should,” “expect,” “scheduled,” “plan,” “seek,”
“intend,” “anticipate,” “believe,” “estimate,” “aim,” “potential,”
or “continue” or the negative of those terms or other comparable
terminology.
All forward-looking statements involve risks and uncertainties.
Although Majestic Capital believes that its plans, intentions and
expectations are reasonable, Majestic Capital may not achieve such
plans, intentions or expectations. There are or may be important
factors that could cause actual results to differ materially from
the forward-looking statements Majestic Capital makes in this press
release. Such risks and uncertainties are discussed in Majestic
Capital's Form 10-K for the year ended December 31, 2009 and in
other documents filed by Majestic Capital with the SEC. These
factors include, but are not limited to (1) the possibility that
the closing of the merger does not occur or is delayed, either due
to the failure of closing conditions, including approval of
Majestic’s shareholders, the failure to obtain required regulatory
approvals, the failure to obtain consent of the proposed amendments
to the Trust Preferred Securities, the failure to modify the lease
for office space, or other reasons, and (2) other factors described
in Majestic Capital’s filings with the SEC, including its Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Other factors not currently anticipated by
management may also materially and adversely affect the closing of
the merger transaction. Majestic Capital undertakes no obligation
to update publicly or revise any forward-looking statements made,
whether as a result of new information, future results or
otherwise.
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