American National Group, Inc. (“American National”) (NASDAQ:ANAT),
and Brookfield Asset Management Reinsurance Partners Ltd.
(“Brookfield Reinsurance”) (NYSE:BAMR; TSX:BAMR), today announced
they have entered into a definitive merger agreement whereby
Brookfield Reinsurance will acquire American National in an
all-cash transaction valued at approximately $5.1 billion.
As part of the agreement, each issued and
outstanding share of American National common stock will be
converted into the right to receive $190.00 in cash at closing of
the merger. The merger consideration of $190.00 per share of
American National common stock (the “Merger Consideration”)
represents a 55% premium to the unaffected share price of $122.56
on May 11, 2021, as well as a 24.7% premium over American
National’s 30-day volume-weighted average price as of August
6, 2021. The merger has received unanimous approval of
American National’s Board of Directors.
Sachin Shah, Chief Executive Officer of
Brookfield Reinsurance, said, “The acquisition of American National
represents a significant milestone in the continued expansion of
our insurance business. American National’s management team has a
strong track record of stable growth and disciplined underwriting.
We are excited to partner with them, and the dedicated American
National employee base and distribution partners, as we look to
further grow the business and maintain a strong franchise for the
benefit of all stakeholders.”
Following closing, Brookfield Reinsurance
intends to maintain American National’s headquarters in Galveston,
Texas and its presence in League City, Texas, as well as its
operational hubs in Springfield, Missouri and Albany, New York.
Brookfield Reinsurance also looks forward to continuing American
National’s longstanding involvement with its local communities.
Jim Pozzi, President and Chief Executive Officer
of American National, said, “This is an energizing moment in
American National’s history. Our two companies share a long-term
view of building strong, enduring businesses. Brookfield
Reinsurance has been very clear: they want us to continue to grow
our business, together with our leadership team and our excellent
team of employees and distribution partners. I would like to thank
our board of directors, particularly our strategic opportunities
committee of independent directors, which conducted a thorough
review of a range of strategic alternatives and possible business
opportunities to maximize value for our stockholders. The
transaction provides clear and immediate value for our stockholders
at an attractive premium.”
The merger is expected to close in the first
half of 2022. It is subject to certain customary closing
conditions, including antitrust clearance and receipt of insurance
regulatory approvals, for a transaction of this type. Following the
execution of the merger agreement, stockholders representing more
than a majority of the issued and outstanding shares of American
National common stock delivered stockholder written consents
adopting and approving the merger agreement. American National will
file a current report on Form 8-K with the U.S. Securities and
Exchange Commission containing a summary of the terms and
conditions of the proposed acquisition, as well as a copy of the
merger agreement.
The Merger Consideration will be funded by
Brookfield Reinsurance through a combination of committed debt and
equity financing, including committed debt financing of
$1.5 billion and an equity commitment of up to the aggregate
Merger Consideration from Brookfield Asset Management Inc. (NYSE:
BAM; TSX: BAM.A) (“BAM”), which equity commitment will be reduced
by the amount of debt funded at closing. BAM’s equity commitment
will be funded by existing liquidity at the corporate level.
Advisors
RBC Capital Markets is serving as financial
advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving
as legal advisor to Brookfield Reinsurance on this transaction.
Debt financing for the transaction will be provided by a syndicate
of banks led by Bank of Montreal and Royal Bank of Canada. Paul
Hastings LLP is serving as legal advisor to Bank of Montreal and
Royal Bank of Canada in connection with the debt financing.
Citi serves as financial advisor and Sidley
Austin LLP is acting as lead transaction counsel to American
National on this transaction, alongside Greer, Herz & Adams,
LLP, which serves as American National’s general counsel.
American National Group, Inc.
is the parent company of the American National companies, which
include American National Insurance Company and its insurance
affiliates. American National Insurance Company, founded in 1905 is
headquartered in Galveston, Texas. American National offers a broad
line of products and services, which include life insurance,
annuities, health insurance, credit insurance, pension products and
property and casualty insurance for personal lines, agribusiness
and certain commercial exposures. The American National companies
operate in all 50 states. For corporate and investor relations
information, please visit the website of American National at
www.AmericanNational.com.
Brookfield Asset Management Reinsurance
Partners Ltd. (NYSE: BAMR; TSX: BAMR) operates a leading
reinsurance business focused on providing capital-based and annuity
solutions for insurance and reinsurance companies, and pension risk
transfer products for pension plan sponsors. Each class A
exchangeable share of Brookfield Reinsurance is exchangeable on a
one-for-one basis with a class A limited voting share of Brookfield
Asset Management Inc. (NYSE: BAM; TSX: BAM.A). For more information
please visit our website at www.bamr.brookfield.com.
Additional Information and Where to Find It
In connection with the proposed transaction,
American National intends to file relevant materials with the
Securities and Exchange Commission (the “SEC”), including American
National’s information statement in preliminary and definitive
form. American National stockholders are strongly advised to read
all relevant documents filed by American National with the SEC,
including American National’s information statement, because they
will contain important information about the proposed transaction.
These documents will be available at no charge on the SEC’s website
at www.sec.gov. In addition, documents will also be available for
free by visiting the American National website at
www.americannational.com.
No OfferNo person has commenced
soliciting proxies in connection with the proposed transaction
referenced in this press release, and this press release is neither
an offer to purchase nor a solicitation of an offer to sell
securities.
Cautionary Notice Regarding Forward-Looking
Statements
Except for historical information, all other
information in this press release consists of forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements, and related
oral statements American National or Brookfield Reinsurance may
make, are subject to risks and uncertainties that could cause
actual results to differ materially from those projected,
anticipated or implied. For example, (1) conditions to the
closing of the proposed transaction may not be satisfied,
(2) regulatory approvals required for the proposed transaction
may not be obtained, or required regulatory approvals may delay the
proposed transaction or result in the imposition of conditions that
could have a material adverse effect on American National or
Brookfield Reinsurance or cause certain conditions to closing not
to be satisfied, which could result in the termination of the
Merger Agreement, (3) the timing of completion of the proposed
transaction is uncertain, (4) the business of American
National or Brookfield Reinsurance may suffer as a result of
uncertainty surrounding the proposed transaction, (5) events,
changes or other circumstances could occur that could give rise to
the termination of the Merger Agreement, (6) there are risks
related to disruption of management’s attention from the ongoing
business operations of American National or Brookfield Reinsurance
due to the proposed transaction, (7) the announcement or
pendency of the proposed transaction could affect the relationships
of American National or Brookfield Reinsurance with its clients,
operating results and business generally, including on our ability
to retain employees, (8) the outcome of any legal proceedings
initiated against American National or Brookfield Reinsurance
following the announcement of the proposed transaction could
adversely affect American National or Brookfield Reinsurance,
including their ability to consummate the proposed transaction and
(9) American National or Brookfield Reinsurance may be
adversely affected by other economic, business, and/or competitive
factors as well as management’s response to any of the
aforementioned factors.
The foregoing review of important factors should
not be construed as exhaustive and should be read in conjunction
with the other cautionary statements that are included herein and
elsewhere, including the risk factors included in Brookfield
Reinsurance’s Registration Statement on Form F-1 and American
National’s most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q and other documents of American National and
Brookfield Reinsurance on file with the SEC. Neither American
National nor Brookfield Reinsurance undertakes any obligation to
update, correct or otherwise revise any forward-looking statements.
All subsequent written and oral forward-looking statements
attributable to American National or Brookfield Reinsurance and/or
any person acting on behalf of either of them are expressly
qualified in their entirety by this paragraph. The information
contained on any websites referenced in this press release is not
incorporated by reference into this press release.
For more information, please contact:
Media – American National:
Deborah Janson
Tel: (409) 621-7711
Deborah.Janson@AmericanNational.com
Investors – American National:
Brody Merrill
Tel: (409) 766 – 6826
Brody.Merrill@AmericanNational.com
Media – Brookfield Reinsurance:
Kerrie McHugh
Tel: (212) 618-3469
Email: kerrie.mchugh@brookfield.com
Investors – Brookfield Reinsurance:
Rachel Powell
Tel: (416) 956-5141
Email: rachel.powell@brookfield.com
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