AmTrust Financial Services, Inc. (Nasdaq:AFSI) (the "Company" or
"AmTrust") today announced that leading independent proxy advisory
firm Institutional Shareholder Services, Inc. (“ISS”) has
recommended that AmTrust stockholders vote “FOR” the Company’s
amended merger agreement with Evergreen Parent, L.P., an entity
formed by the Karfunkel-Zyskind Family and private equity funds
managed by Stone Point Capital LLC (“Stone Point”), at the upcoming
Special Meeting of Stockholders on June 21, 2018.
Under the terms of the amended agreement, Evergreen will acquire
the approximately 45% of the Company's shares of common stock that
the Karfunkel-Zyskind Family and certain of its affiliates and
related parties do not already own or control for $14.75 per share
in cash, subject to regulatory approval and other closing
conditions. This represents an increase of $1.25 per share, or
9.3%, in cash consideration to AmTrust public stockholders, over
the previously agreed upon $13.50 per share, and a 45% premium to
the Company’s unaffected closing stock price on January 9,
2018.
AmTrust issued the following statement:
We are pleased that ISS now recommends that all AmTrust
stockholders vote “FOR” the agreement.
The amended agreement follows significant engagement with our
public stockholders, and is consistent with the Special Committee’s
commitment to maximize value for public stockholders. As the
Special Committee concludes, the immediate, certain, premium value
of $14.75 per share in cash provided is in the best interest
of AmTrust’s public stockholders, particularly given the risks
facing the Company, and we look forward to the completion
of the transaction.
The Special Meeting to approve the adoption of the merger
agreement, as amended, between the Company and Evergreen Parent
will be reconvened on Thursday, June 21, 2018 at 10:00 a.m.
(Eastern time), at 59 Maiden Lane, 43rd Floor, New York City.
Stockholders as of the record date of April 5, 2018 will be
entitled to vote at the meeting. The final vote count will be
certified by the independent Inspector of Elections, First Coast
Results, Inc.
The proposed merger is anticipated to close in the second half
of 2018 and is subject to approval by a majority of the shares of
the Company not owned or controlled by the Karfunkel-Zyskind
Family, and certain related parties as set forth in the merger
agreement, as well as approval by regulatory authorities.
Stockholders that previously voted “FOR” the merger agreement
proposal do not need to vote again unless they wish to change their
vote. Stockholders that previously voted against or abstained on
the merger proposal or that did not vote by proxy are strongly
recommended to vote “FOR” the merger agreement proposal and the
certain value of $14.75 in cash.
AmTrust stockholders who have questions
or need assistance in voting their shares,please
contact AmTrust’s proxy solicitor:
MacKenzie Partners, Inc.1407 Broadway, 27th
FloorNew York, New York 10018(212) 929-5500 (Call Collect)Call
Toll-Free (800) 322-2885Email: AmTrust@mackenziepartners.com
About AmTrust Financial Services, Inc.AmTrust
Financial Services, Inc., a multinational insurance holding company
headquartered in New York, offers specialty property and casualty
insurance products, including workers' compensation, commercial
automobile, general liability and extended service and warranty
coverage through its primary insurance subsidiaries rated "A"
(Excellent) by A.M. Best. AmTrust is included in the Fortune 500
list of largest companies. For more information about AmTrust visit
www.amtrustfinancial.com.
About Stone Point CapitalStone Point Capital
LLC (www.stonepoint.com) is a financial services-focused private
equity firm based in Greenwich, CT. The firm has raised and managed
seven private equity funds — the Trident Funds — with aggregate
committed capital of approximately $19 billion. Stone Point targets
investments in the global financial services industry, including
investments in companies that provide outsourced services to
financial institutions, banks and depository institutions, asset
management firms, insurance and reinsurance companies, insurance
distribution and other insurance-related businesses, specialty
lending and other credit opportunities, mortgage services companies
and employee benefits and healthcare companies.
Forward Looking StatementsThis news release
contains certain forward-looking statements that are intended to be
covered by the safe harbors created by the Private Securities
Litigation Reform Act of 1995. When we use words such as
"anticipate," "intend," "plan," "believe," "estimate," "expect," or
similar expressions, we do so to identify forward-looking
statements. Examples of forward-looking statements include the
plans and objectives of management for future operations, including
those relating to future growth of our business activities and
availability of funds, and estimates of the impact of material
weaknesses in our internal control over financial reporting, and
are based on current expectations that involve assumptions that are
difficult or impossible to predict accurately and many of which are
beyond our control. Actual results may differ materially from those
expressed or implied in these statements as a result of significant
risks and uncertainties, including, but not limited to, the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, including as
a result of any downgrade in the A.M. Best Financial Strength
Rating of the Company’s insurance subsidiaries below “A”, which
risk may be heightened due to the fact that such ratings are
currently “under review with negative implications” and that the
Company has previously disclosed material weaknesses in its
internal controls over financial reporting, the inability to obtain
the requisite stockholder approval for the proposed merger or the
failure to satisfy other conditions to completion of the proposed
merger, risks that the proposed transaction disrupts current plans
and operations, the ability to recognize the benefits of the
merger, the amount of the costs, fees, expenses and charges related
to the merger, non-receipt of expected payments from insureds or
reinsurers, changes in interest rates, changes in tax laws, the
effect of the performance of financial markets on our investment
portfolio, the amounts, timing and prices of any share repurchases
made by us under our share repurchase program, development of
claims and the effect on loss reserves, accuracy in projecting loss
reserves, the cost and availability of reinsurance coverage, the
effects of emerging claim and coverage issues, changes in the
demand for our products, our degree of success in integrating
acquired businesses, the effect of general economic conditions,
state and federal legislation, regulations and regulatory
investigations into industry practices, our ability to timely and
effectively remediate the material weakness in our internal control
over financial reporting and implement effective internal control
over financial reporting and disclosure controls and procedures in
the future, access to public markets to raise debt or equity
capital, risks associated with conducting business outside the
United States, the impact of Brexit, developments relating to
existing agreements, disruptions to our business relationships with
Maiden Holdings, Ltd. or National General Holdings Corp., breaches
in data security or other disruptions with our technology, any
inability to keep pace with technological advances, heightened
competition, changes in pricing environments, changes in asset
valuations and the results of legal proceedings, including
litigation relating to the proposed merger. Additional information
about these risks and uncertainties, as well as others that may
cause actual results to differ materially from those projected, is
contained in our filings with the SEC, including our Annual Report
on Form 10-K and our quarterly reports on Form 10-Q. The
projections and statements in this news release speak only as of
the date of this news release and we undertake no obligation to
update or revise any forward-looking statement, whether as a result
of new information, future developments or otherwise, except as may
be required by law.
Additional Information and Where to Find ItIn
connection with the proposed transaction, the Company has filed
with the Securities and Exchange Commission (the “SEC”) a
definitive proxy statement on Schedule 14A and may file other
documents with the SEC regarding the proposed transaction,
including any supplemental disclosure relating to the merger
agreement amendment. This letter is not a substitute for the proxy
statement or any other document that the Company may file with the
SEC. INVESTORS IN AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
security holders may obtain free copies of the proxy statement and
other documents filed with the SEC by the Company through the web
site maintained by the SEC at www.sec.gov or by contacting the
investor relations department of the Company or MacKenzie Partners,
Inc., the Company’s proxy solicitor.
MacKenzie Partners, Inc.1407 Broadway, 27th
FloorNew York, New York 10018(212) 929-5500 (Call Collect)Call
Toll-Free (800) 322-2885Email: AmTrust@mackenziepartners.com
Participants in the SolicitationThe Company and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the Company’s directors
and executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2017 as amended on Form 10-K/A filed with the SEC on April 23,
2018. A more complete description is available in the proxy
statement on Schedule 14A filed with the SEC on May 4, 2018. You
may obtain free copies of these documents as described in the
preceding paragraph.
Contacts
AmTrust Financial ServicesChaya CooperbergChief Communications
Officer & SVP Corporate
Affairschaya.cooperberg@amtrustgroup.com (646) 458-3332
Hunter HoffmannGlobal Director of Public
RelationsHunter.Hoffmann@amtrustgroup.com (646) 458-3362
Additional Investor Contacts:
MacKenzie Partners, Inc.Jeanne Carr (212) 929-5916Larry Dennedy
(212) 929-5239Daniel Burch (212)
929-5748AmTrust@mackenziepartners.com
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