Tiptree Financial Inc. (NASDAQ:TIPT) (“Tiptree”) and Fortegra
Financial Corporation (NYSE:FRF) (“Fortegra”) today jointly
announce the signing of a merger agreement pursuant to which
Tiptree will acquire Fortegra in an all cash transaction valued at
approximately $218 million.
In the transaction, shareholders of Fortegra will receive $10.00
in cash for each share of Fortegra common stock they own. The price
represents a premium of 42.5% to the closing price of Fortegra on
August 11, 2014, the last trading day prior to this
announcement.
Tiptree’s President and CEO Geoffrey N. Kauffman said: “We are
very pleased to announce the addition of Fortegra to the Tiptree
family of companies. Rick and his team have built a deep and
experienced organization with a very strong market position and we
are looking forward to working closely with them to take advantage
of future growth opportunities and drive value for all
shareholders.”
“This transaction allows Fortegra to continue to serve our
customers as we have for the past thirty-six years. We will
continue to operate as we have in the past, as part of a public
company, only now with a partner that views their investment as
permanent capital. We were also able to allow our shareholders to
realize significant, immediate value,” said Richard S. Kahlbaugh,
Chairman, President and CEO of Fortegra.
The Boards of Directors of both companies, including an
independent special committee of the Fortegra Board, have
unanimously approved the transaction. Following the execution of
the merger agreement, stockholders representing approximately 62%
of the outstanding shares of Fortegra common stock executed a
written consent adopting and approving the merger agreement. No
additional stockholder approvals are necessary to adopt the merger
agreement or consummate the transaction. The merger agreement
includes a 30-day “go-shop” period during which the special
committee of the Fortegra Board of Directors, with the assistance
of its independent financial and legal advisors, will actively
solicit, receive, evaluate and potentially enter into negotiations
with interested parties that offer alternative proposals. It is not
anticipated that any developments will be disclosed with regard to
this process unless Fortegra’s special committee makes a decision
with respect to a potential superior proposal. There are no
guarantees that this process will result in a superior
proposal.
Tiptree and Fortegra expect to complete the transaction in late
2014 or early 2015 after satisfaction of customary closing
conditions, including, among other things, insurance regulatory
approvals and expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There is
no financing contingency. Upon completion of the transaction,
Fortegra common shares will no longer be registered with the SEC
nor trade on the NYSE.
RBC Capital Markets, LLC acted as lead financial advisor and
Wells Fargo Securities, LLC acted as financial advisor and lead
financing arranger to Tiptree. Willis Capital Markets &
Advisory acted as financial advisor to Fortegra and rendered a
fairness opinion (subject to the assumptions, qualifications and
limitations set forth therein) to its Board of Directors in
conjunction with this transaction. Schulte Roth & Zabel LLP and
Debevoise & Plimpton LLP served as legal counsel to Tiptree.
Kilpatrick Townsend & Stockton LLP served as legal counsel to
Fortegra.
About Tiptree
Tiptree is a diversified holding company engaged through its
consolidated subsidiaries in a number of businesses and is an
active acquirer of new businesses. Tiptree, whose operations date
back to 2007, currently has subsidiaries that operate in four
industry segments: insurance and insurance services, specialty
finance, asset management and real estate. Tiptree is publicly
traded on the NASDAQ stock market (NASDAQ: TIPT). For additional
information, please visit Tiptree's website at
www.tiptreefinancial.com.
About Fortegra
Fortegra, traded on the New York Stock Exchange under the symbol
FRF, is an insurance services company headquartered in
Jacksonville, Florida. Fortegra offers a wide array of revenue
enhancing products, including payment protection products, motor
club memberships, service contracts, device and warranty services,
and administration services to our business partners, including
insurance companies, retailers, dealers, insurance brokers and
agents and financial services companies. Fortegra's brands include
Fortegra™, Life of the South®, 4Warranty, ProtectCELL™, Continental
Car Club™, Auto Knight Motor Club™, United Motor Club™, Consecta™,
Pacific Benefits Group™, and South Bay Acceptance Corporation.
Forward-looking Statements
This press release includes certain forward-looking statements.
Such forward-looking statements are subject to known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Tiptree or Fortegra to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the occurrence of
any event, change or other circumstances that could give rise to
the termination of the merger agreement, the failure to satisfy
conditions to completion of the merger, the timing and completion
of the merger, the outcome of any legal proceedings relating to the
merger, and the effect of the announcement on Fortegra’s customer
relationships, operating results and business generally. Such
factors also include, but are not limited to, the risks and
uncertainties described in Tiptree’s reports filed with the SEC,
which are available at www.sec.gov, and in Fortegra’s reports,
including its Annual Report on Form 10-K for the year ended
December 31, 2013, filed with the SEC, which are available at
www.sec.gov. Tiptree and Fortegra disclaim any intention or
obligation to update or revise any forward-looking statements,
except as required by law.
Additional Information
In connection with the proposed transaction, Fortegra will file
relevant materials with the Securities Exchange Commission ("SEC"),
including Fortegra’s information statement in preliminary and
definitive form. FORTEGRA'S INVESTORS AND SHAREHOLDERS ARE ADVISED
TO READ THE INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC AS THEY BECOME AVAILABLE, AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE
TRANSACTION.
Investors and shareholders may obtain free copies of the
information statement and other documents filed by Fortegra (when
available) at the SEC's web site at www.sec.gov or at Fortegra’s
web site at www.fortegra.com. The information statement and other
documents may also be obtained, when available, at no charge from
Fortegra by directing such request to Investor Relations, Fortegra
Financial Corporation, 10151 Deerwood Park Boulevard, Building 100,
Suite 330, Jacksonville, FL 32256, telephone: 904-352-2759.
Tiptree Financial Inc.Investor Relations,
212-446-1400ir@tiptreefinancial.comorFortegra Financial
CorporationInvestor Relations,
904-352-2759investor.relations@fortegrafinancial.com
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