Navigators Announces End of “Go-Shop” Period
25 Septiembre 2018 - 3:01PM
Navigators Announces End of “Go-Shop” Period
The Navigators Group, Inc. (NASDAQ:NAVG) (“Navigators”) today
announced the expiration of the 30-day “go-shop” period provided
for under the terms of the previously announced definitive merger
agreement (the “Merger Agreement”), pursuant to which Navigators
will be acquired by The Hartford Financial Services Group, Inc.
Under the terms of the Merger Agreement, Navigators and its
representatives were permitted to initiate, solicit and engage in
discussions or negotiations with respect to alternative acquisition
proposals from third parties until 12:01 a.m. (New York City time)
on September 21, 2018 (the “go-shop period”).
During the go-shop period, Navigators and its financial
advisors, Goldman Sachs & Co. LLC and Moelis & Company LLC,
solicited 44 potential acquirers. Despite these efforts,
Navigators did not receive any alternative acquisition proposals
during the go-shop period.
Immediately following the expiration of the go-shop period,
Navigators became subject to customary restrictions that limit
Navigators’ and its representatives’ ability to initiate, solicit
or engage in discussions or negotiations regarding alternative
acquisition proposals from third parties, except as otherwise
permitted by the Merger Agreement prior to the approval of the
proposed merger by Navigators’ stockholders, including in
connection with the compliance by Navigators’ Board of Directors
with their fiduciary duties under applicable law.
About Navigators
The Navigators Group, Inc. (NASDAQ: NAVG) (“Navigators” or the
“Company”) is a global specialty insurance holding company.
We provide customized insurance solutions designed to protect
clients from the complex risks they face. For more
than 40 years, Navigators has added value for policyholders—both in
underwriting and in claims—through the depth and quality of our
technical and industry expertise. Industries we serve include
maritime, construction, energy, environmental,
professional services and life sciences. Headquartered in
Stamford, Connecticut, Navigators has offices in the United
States, the United Kingdom, Continental Europe and Asia. For
more information, please visit navg.com.
About The Hartford
The Hartford Financial Services Group, Inc., (NYSE: HIG) (“The
Hartford”) operates through its subsidiaries under the brand name,
The Hartford, and is headquartered in Hartford, Connecticut. The
Hartford is a leader in property and casualty insurance, group
benefits and mutual funds. With more than 200 years of expertise,
The Hartford is widely recognized for its service excellence,
sustainability practices, trust and integrity. More information on
the company and its financial performance is available
at https://www.thehartford.com.
Additional Information Regarding the Merger and Where to
Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy the securities of the Company or
the solicitation of any vote or approval. This communication
relates to the proposed merger involving the Company, The Hartford
and Renato Acquisition Co., whereby the Company will become a
wholly-owned subsidiary of The Hartford (the “proposed merger”).
The proposed merger will be submitted to the stockholders of the
Company for their consideration at a special meeting of the
stockholders. In connection therewith, the Company intends to file
relevant materials with the SEC, including a definitive proxy
statement on Schedule 14A (the “definitive proxy statement”) which
will be mailed or otherwise disseminated to the Company’s
stockholders when it becomes available. The Company may also file
other relevant documents with the SEC regarding the proposed
merger. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. Stockholders may obtain free copies of
the definitive proxy statement, any amendments or supplements
thereto and other documents containing important information about
the Company, once such documents are filed with the SEC, through
the website maintained by the SEC at www.sec.gov. Free copies
of the definitive proxy statement and any other documents filed
with the SEC can also be obtained on the Company’s website at
www.navg.com under the heading “SEC Filings” within the “Investor
Relations” section of the Company’s website or by contacting the
Company’s Investor Relations Department at
investorrelations@navg.com.
Certain Information Regarding Participants in the
Solicitation
The Company and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies in
connection with the proposed merger. Information regarding the
Company’s directors and executive officers is contained in the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, filed with the SEC on February 22, 2018, and its
definitive proxy statement on Schedule 14A for the 2018 annual
meeting of stockholders, filed with the SEC on March 29, 2018, as
modified or supplemented by any Form 3 or Form 4 filed with the SEC
since the date of such definitive proxy statement. Additional
information regarding the participants in the proxy solicitation
and a description of their direct or indirect interests, by
security holdings or otherwise, will be included in the definitive
proxy statement and other relevant documents filed with the SEC
regarding the proposed merger, if and when they become
available. Free copies of these materials may be obtained as
described in the preceding paragraph.
Forward Looking Statements
Certain information in this communication constitutes
“forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by the fact that they do not relate strictly to
historical or current facts. They often include words such as
“believes,” “expects,” “anticipates,” “estimates,” “intends,”
“plans,” “seeks” or words of similar meaning, or future or
conditional verbs, such as “will,” “should,” “could,” “may,”
“aims,” “intends,” or “projects.” However, the absence of
these words or similar expressions does not mean that a statement
is not forward-looking. These statements may relate to risks
or uncertainties associated with:
- the satisfaction of the conditions precedent to the
consummation of the proposed merger, including, without limitation,
the timely receipt of stockholder and regulatory approvals (or any
conditions, limitations or restrictions placed on such
approvals);
- unanticipated difficulties or expenditures relating to the
proposed merger;
- the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement,
including in circumstances which would require the Company to pay a
termination fee or reimburse The Hartford for certain of its
expenses;
- legal proceedings, judgments or settlements, including those
that may be instituted against the Company, its board of directors,
executive officers and others following the announcement of the
proposed merger;
- disruptions of current plans and operations caused by the
announcement and pendency of the proposed merger;
- potential difficulties in employee retention due to the
announcement and pendency of the proposed merger;
- the response of customers, policyholders, brokers, service
providers, business partners and regulators to the announcement of
the proposed merger; and
- other factors described in the Company’s annual report on Form
10-K for the fiscal year ended December 31, 2017 filed with the SEC
on February 22, 2018.
The Company can give no assurance that the expectations
expressed or implied in the forward-looking statements contained
herein will be attained. The forward-looking statements are made as
of the date of this communication, and the Company undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
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