Item 8.01. Other Events.
As previously disclosed, The Navigators Group, Inc., a Delaware corporation (the Company), entered into an Agreement and Plan of Merger (the
merger agreement), dated as of August 22, 2018 by and among the Company, The Hartford Financial Services Group, Inc., a Delaware corporation (The Hartford) and Renato Acquisition Co., a Delaware corporation and wholly
owned subsidiary of The Hartford (Merger Sub), pursuant to which the Company will merge with and into Merger Sub (the merger), with the Company continuing as the surviving entity and a wholly owned subsidiary of The
Hartford. On October 12, 2018, the Company filed a definitive proxy statement (the Proxy Statement) with the Securities and Exchange Commission for the solicitation of proxies in connection with the special meeting of the
Companys stockholders, to be held on November 16, 2018, to vote on the adoption of the merger agreement and other matters necessary to complete the merger.
A lawsuit has been filed by purported stockholders of the Company, styled as
Michael Kent, et al. v. The Navigators Group, Inc., et al.
,
No. 1:18-cv-01580-UNA
(the Kent Lawsuit), in the United States District Court for the District of Delaware on
October 15, 2018 asserting claims against the Company and its directors (collectively, the Kent Defendants). The Kent lawsuit alleges that the Proxy Statement is deficient, and seeks injunctive and other relief. The Company believes
that the claims asserted in the Kent Lawsuit are without merit and intends to contest them, and further believes that the disclosure of the information described therein is not required by federal securities laws, and in fact is not material to the
decision of the Companys stockholders as to how to vote their shares at the special meeting of the Companys stockholders to be held on November 16, 2018.
Important information concerning the merger is set forth in the Proxy Statement. The Company wishes to make certain supplemental disclosures related to
the merger herein. The Proxy Statement is amended and supplemented by, and should be read as part of, and in conjunction with, the information set forth herein, which is incorporated by reference into the Proxy Statement. Capitalized terms used but
not otherwise defined herein have the meanings ascribed to those terms in the Proxy Statement.
The disclosure on page 34 of the Proxy Statement is
hereby supplemented by replacing the eighth complete paragraph on the page in its entirety as follows:
On July 11, 2018, Party A executed a
confidentiality agreement with the Company, including customary standstill and
non-solicitation
provisions. None of the standstill provisions precluded Party A from submitting to the Board a confidential
proposal to acquire the Company following public announcement of the Merger Agreement, either during the
go-shop
period or after the
no-shop
period start date.
The disclosure on page 42 of the Proxy Statement is hereby supplemented by replacing the fourth complete paragraph on the page in its entirety as
follows:
From August 22, 2018, representatives of each of Goldman Sachs and Moelis contacted 44 potential acquirers, including all of the
parties contacted in June 2018 other than Parent. On August 23, 2018, representatives of each of Party A and Goldman Sachs spoke by telephone. Representatives of Party A indicated they would not pursue a transaction with the Company as they are
still in the process of integrating a recent acquisition, noting their belief that they were unlikely to propose more than $70.00 per share of Company common stock, and their concern that they were not familiar with the Companys reinsurance
business or European operations and that they would not be able to complete due diligence and negotiate a transaction to their satisfaction before the expiration of the
go-shop
period. As of the date of the
preliminary version of this proxy statement, none of the other potential acquirers contacted by representatives of each of Goldman Sachs or Moelis have executed a confidentiality agreement with the Company in connection with a potential transaction,
nor have any expressed interest in pursuing a transaction with the Company.
The disclosure on page 53 of the Proxy Statement is hereby supplemented
by replacing the last bullet point of the last complete paragraph on the page in its entirety as follows:
|
|
|
the merger consideration of $70.00 in cash per share of Company common stock as a multiple of the estimated net
operating earnings per share (EPS) for the Company for the projected four-quarter period ending June 30, 2019 (NTM), and for calendar years 2019 and 2020, calculated using both the EPS estimates for the Company for such
periods as reflected in the Forecasts, and the median EPS estimates for the Company for such periods published by the Institutional Broker Estimate System (referred to as IBES) as of August 17, 2018.
|