HAMILTON, Bermuda, Sept. 25, 2017 /PRNewswire/ -- OneBeacon
Insurance Group, Ltd. (NYSE: OB) today announced that all
regulatory approvals required to complete the previously announced
acquisition of the company by Intact Financial Corporation
("Intact") (TSX: IFC) under the terms of the merger agreement have
been obtained. The transaction is expected to be completed on
September 28, 2017. Intact will
acquire OneBeacon for $18.10 per
common share in cash, resulting in an aggregate purchase price of
approximately $1.7 billion. Upon the
completion of the acquisition, OneBeacon will be an indirect
wholly-owned subsidiary of Intact, and will continue to operate as
OneBeacon Insurance Group in the United
States.
About OneBeacon: OneBeacon Insurance Group, Ltd. is a
Bermuda-domiciled holding company
that is currently publicly traded on the New York Stock Exchange
under the symbol "OB." OneBeacon's underwriting companies offer a
range of specialty insurance products sold through independent
agencies, regional and national brokers, wholesalers and managing
general agencies. Each business is managed by an experienced team
of specialty insurance professionals focused on a specific customer
group or industry segment, and providing distinct products and
tailored coverages and services. OneBeacon's solutions target group
accident and health; architects and engineers; commercial surety;
entertainment; environmental; excess property; financial
institutions; financial services; healthcare; management liability;
ocean and inland marine; public entities; technology; and tuition
refund. For further information about our products and services
visit: www.onebeacon.com and to remain up to date on OneBeacon's
news, follow us on Twitter @OneBeaconIns or visit our online
newsroom: www.onebeacon.com/newsroom.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
The information contained in this news release may contain
"forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements, other than
statements of historical facts, included or referenced in this news
release that address activities, events or developments which we
expect will or may occur in the future are forward-looking
statements. The words "will," "believe," "intend," "expect,"
"anticipate," "project," "estimate," "predict" and similar
expressions are also intended to identify forward-looking
statements. These forward-looking statements include, among others,
statements with respect to our:
- change in book value per share or return on equity;
- business strategy;
- financial and operating targets or plans;
- incurred loss and loss adjustment expenses and the adequacy of
our loss and loss adjustment expense reserves and related
reinsurance;
- projections of revenues, income (or loss), earnings (or loss)
per share, dividends, market share or other financial
forecasts;
- expansion and growth of our business and operations;
- proposed merger with Intact Financial Corporation
("Intact")
- future capital expenditures; and
- pending legal proceedings.
These statements are based on certain assumptions and analyses
made by us in light of our experience and judgments about
historical trends, current conditions and expected future
developments, as well as other factors believed to be appropriate
in the circumstances. However, whether actual results and
developments will conform to our expectations is subject to a
number of risks, uncertainties or other factors which are described
in more detail in Part II, item 1A under the caption "Risk Factors"
on page 69 of the Company's quarterly report on Form 10-Q for the
quarter ended June 30, 2017 and
beginning on page 16 of the Company's 2016 Annual Report on Form
10-K, that could cause actual results to differ materially from
expectations, including:
- recorded loss and loss adjustment expense reserves subsequently
proving to have been inadequate;
- changes in interest rates, debt or equity markets or other
market volatility that negatively impact our investment
portfolio;
- competitive forces and the cyclicality of the property and
casualty insurance industry;
- claims arising from catastrophic events, such as hurricanes,
windstorms, earthquakes, floods or terrorist attacks;
- the continued availability of capital and financing;
- the continued availability and cost of reinsurance coverage and
our ability to collect reinsurance recoverables;
- the ability to maintain data and system security;
- the outcome of litigation and other legal or regulatory
proceedings;
- our ability to continue meeting our debt and related service
obligations or to pay dividends;
- our ability to successfully develop new specialty
businesses;
- changes in laws or regulations, or their interpretations, which
are applicable to us, our competitors, our agents or our
customers;
- actions taken by rating agencies from time to time with respect
to us, such as financial strength or credit rating downgrades or
placing our ratings on negative watch;
- our ability to retain key personnel;
- participation in guaranty funds and mandatory market
mechanisms;
- our ability to maintain effective operating procedures and
manage operational risk;
- changes to current shareholder dividend practice and regulatory
restrictions on dividends;
- credit risk exposure in certain of our business
operations;
- Bermuda law may afford less
protection to shareholders;
- our status as a subsidiary of White Mountains, including
potential conflicts of interest, competition, and related-party
transactions;
- changes in tax laws or tax treaties;
- the risk that the proposed merger with Intact may not be
completed on the currently contemplated timeline or at all;
- risks related to diverting management's attention from our
ongoing business operations and other risks related to the pendency
of the proposed merger with Intact, including on our ability to
retain and hire key personnel, our ability to maintain
relationships with our customers, policyholders, brokers, service
providers and others with whom we do business, our stock price and
our business, financial condition and results of operations
generally;
- the risk that shareholder litigation in connection with the
proposed merger with Intact may result in significant costs of
defense, indemnification and liability; and
- other factors, most of which are beyond our control.
Consequently, all of the forward-looking statements made in this
news release are qualified by these cautionary statements,
and there can be no assurance that the anticipated results or
developments will be realized or, even if substantially realized,
that they will have the expected consequences. Readers should
carefully review these risk factors, and are cautioned not to place
undue reliance on our forward-looking statements. The
forward-looking statements in this news release speak only as of
the date on which they are made. We assume no obligation to update
publicly any such forward-looking statements, whether as a result
of new information, future events or otherwise.
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SOURCE OneBeacon Insurance Group, Ltd.
