-- Proposed merger to result in Sirius Group becoming a
publicly listed company --
-- Sirius Group is a global, multi-line insurance and
reinsurance group with over 1,800 clients in over 140 countries
--
-- Pre-recorded investor conference call scheduled for
Monday, June 25th at
11:00 am EDT --
HAMILTON, Bermuda and
NEW YORK, June 25, 2018 /PRNewswire/ -- Sirius
International Insurance Group, Ltd. ("Sirius Group"), a global
multi-line insurance and reinsurance group, and Easterly
Acquisition Corp. ("Easterly") (NASDAQ: EACQ) announced that they
have executed a definitive agreement and plan of merger ("Merger
Agreement") for a proposed business combination that would result
in Sirius becoming a publicly listed company. Under the terms
of the Merger Agreement, Easterly would merge with a subsidiary of
Sirius Group and become a wholly owned subsidiary of Sirius Group
(the "Merger"). Upon the closing of the Merger, Easterly's
common stock would be exchanged for Sirius Group's common shares at
a price of 1.05x Sirius Group's pro forma diluted GAAP book value
per share as of June 30, 2018.
Following the Merger, Sirius Group's common stock will be traded on
the NASDAQ.
Assuming no redemptions by Easterly stockholders, the proposed
all-stock transaction is expected to yield a combined entity with a
pro forma market capitalization of approximately $2.2 billion at closing, with current Easterly
stockholders owning approximately 7% of the combined company
immediately following the Merger. Pursuant to the Merger
Agreement, Sirius intends to execute a private placement of common
shares and request Easterly to commence a tender offer to purchase
Easterly's public warrants on terms to be mutually agreed upon
between Sirius and Easterly.
"We are pleased to become a public company though our
partnership with Easterly," said Allan
Waters, President, CEO and Chairman of Sirius Group.
"Access to the public equity markets will facilitate and accelerate
our future growth via M&A transactions and organically."
"We are excited to bring a company of the scale and stature of
Sirius into the public markets," said Avshalom Kalichstein, CEO of Easterly. "We
believe this transaction will offer tremendous value to our
shareholders."
Easterly has scheduled a special meeting of its stockholders for
June 28, 2018 to approve an extension
of time to complete a business combination through November 30, 2018. Assuming that Easterly's
stockholders approve the extension period, Sirius Group has agreed
to lend to Easterly $0.03 per month
through the extension period for each public share that is not
redeemed at Easterly's special meeting of its stockholders on
June 28, 2018. Easterly will
deposit such loan proceeds into its trust account upon receipt. The
loan will be forgiven if the Merger does not close by November 30, 2018.
In addition, the agreement for Sirius Group to acquire a
controlling interest in The Phoenix Holdings Ltd. will terminate on
or prior to July 2, 2018.
Established in 1945, Sirius Group, utilizing its unique global
branch network, provides multi-line insurance and reinsurance in
over 140 countries. Sirius Group wrote gross written premiums of
$1.4 billion in 2017. Sirius Group is
a Bermuda-based holding company
with operating companies in Bermuda, Stockholm, New
York and London.
Sirius Group's principal equity holder is CMIG International
Holding Pte. Ltd. ("CMIG International"). Singapore-based
CMIG International is focused on international investments, asset
management and cross-border M&A, and acquired Sirius Group from
White Mountains Insurance Group, Ltd. in April 2016. CMIG
International has four shareholders, major investor CMIG, is one of
China's leading private investment
companies. It is registered in Shanghai with subsidiaries across many
different sectors including new energies, healthcare, real estate,
aviation, technology, finance and leasing. The other three ultimate
shareholders are Hana Financial Group Inc., Sun Hung Kai & Co Limited and TBEA Co. Ltd.
who are listed companies in Korea, Hong
Kong and China
respectively. CMIG International was recently awarded with S1000
(Singapore 1000 Company) Award in
Singapore for its outstanding
performance in the financial services field, and its determination
to continue to meet the highest corporate governance standards.
ABRY Partners, LLC, a Boston-based
private equity investment firm focused on media, communications,
insurance, business and information services, is also an equity
owner of Sirius Group.
The Merger has been approved by the boards of directors of each
of Sirius Group and Easterly, and is expected to close at the end
of the third or beginning of the fourth quarter of 2018.
Completion of the Merger is subject to the satisfaction of certain
conditions including, but not limited to, approval of the
transaction by Easterly's stockholders, but is not subject to any
insurance regulatory approvals or a minimum cash condition.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the
definitive Merger Agreement relating to the transaction, a copy of
which has been filed by Easterly as an exhibit to a Current Report
on Form 8-K.
Sirius Group is being represented by Sidley Austin LLP and
Easterly is being represented by Hogan Lovells US LLP.
In addition to this press release, Sirius Group and Easterly are
simultaneously issuing a slide presentation with information on the
Merger, which has been furnished with the SEC as an exhibit to
Easterly's Current Report on Form 8-K filed today. Investors are
encouraged to review these materials.
Conference Call Scheduled
Easterly and Sirius will have a pre-recorded conference call and
web presentation to discuss the proposed transaction on
Monday, June 25, 2018 at 11:00 am EDT. Investors may listen to the
conference call by dialing 1-855-327-6837 toll-free in the U.S. or
1-631-891-4304 internationally, or by visiting
http://public.viavid.com/index.php?id=130232.
A replay of the call will be available through July 9, 2018. Investors may access the replay by
dialing 1-844-512-2921 toll-free in the U.S. or 1-412-317-6671
internationally and entering conference number 10005117, or by
visiting http://public.viavid.com/index.php?id=130232.
The slide presentation will be available on Easterly's website
at www.easterlyacquisition.com.
About Sirius Group
Sirius Group is a Bermuda-based
holding company with (re)insurance operating companies in
Bermuda, Stockholm, New
York and London. Utilizing disciplined and
professional underwriting, superior risk evaluation and
best-in-class pricing technology, Sirius Group's subsidiaries
provide multi-line (re)insurance capacity in over 140 countries,
including lead capacity for property, accident & health and
other exposures. Additional information is available at
Sirius Group's website located at www.siriusgroup.com.
About Easterly LLC
Easterly LLC is a private asset management holding company that
has interests in boutique investment management firms.
Easterly's core expertise is in acting as a principal to grow
business platforms. Easterly enhances businesses as a partner
through capital formation, corporate development, and strategic
implementation activities. Easterly's principals have a
proven track record of delivering outperformance to both public and
private investors across a variety of sectors. For more
information about Easterly, please visit Easterly's website at
www.easterlycapital.com.
About Easterly Acquisition Corp.
Easterly Acquisition Corp. is a Special Purpose Acquisition
Company sponsored by Easterly Acquisition Sponsor, LLC, an
affiliate of Easterly LLC, for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses or assets. Easterly Acquisition Corp. completed
its initial public offering in August
2015, raising $200 million in
cash proceeds. Easterly Acquisition Corp.'s officers and
certain of its directors are affiliated with Easterly LLC.
For more information about Easterly Acquisition Corp., please
visit its website at www.easterlyacquisition.com.
Additional Information about the Transaction and Where to
Find It
This communication relates to a proposed business combination
(the "Proposed Transaction") between Easterly and Sirius Group and
may be deemed to be solicitation material in respect of the
Proposed Transaction. The Proposed Transaction will be
submitted to the stockholders of Easterly for their approval.
In connection with the Proposed Transaction, Sirius Group intends
to file with the SEC a Registration Statement that will include a
proxy statement of Easterly that also includes a prospectus of
Sirius. This communication is not a substitute for the
Registration Statement that Sirius Group will file with the SEC or
any other documents that Sirius Group or Easterly may file with the
SEC or that Easterly may send to its stockholders in connection
with the Proposed Transaction. After the Registration
Statement is declared effective, Easterly will mail a proxy
statement/prospectus to its stockholders in connection with
Easterly's solicitation of proxies for the special meeting of
Easterly stockholders to be held to approve the business
combination and related transactions. This communication does
not contain all the information that should be considered
concerning the Proposed Transaction, including relevant risk
factors that will be included in the proxy
statement/prospectus. It is not intended to provide the basis
for any investment decision or any other decision in respect to the
Proposed Transaction. Easterly stockholders and other
interested persons are advised to read the proxy
statement/prospectus (including any documents incorporated by
reference therein) when available, as these materials will contain
important information about Sirius Group, Easterly and the Proposed
Transaction. Investors and stockholders can obtain free
copies of the proxy statement/prospectus once it is available and
other documents filed with the SEC by Easterly through the web site
maintained by the SEC at www.sec.gov. In addition, investors
and stockholders can obtain free copies of the proxy statement once
it is available from Easterly by accessing Easterly's website at
www.easterlyacquisition.com.
Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. Forward-looking statements may relate to
the Proposed Transaction and any other statements relating to
future results, strategy and plans of Easterly and Sirius Group
(including certain projections, business trends, and statements
which may be identified by the use of the words "plans,, "expects"
or "does not expect," "estimated," "is expected," "budget,"
"scheduled," "estimates," "forecasts," "intends," "anticipates" or
"does not anticipate," or "believes," or variations of such words
and phrases or that state certain actions, events or results "may,"
"could," "would," "might," "projects," "will" or "will be taken,"
"occur" or "be achieved"). Forward-looking statements are
based on the opinions and estimates of management of Easterly or
Sirius Group, as the case may be, as of the date such statements
are made, and they are subject to known and unknown risks,
uncertainties, assumptions and other factors that may cause the
actual results, level of activity, performance or achievements to
be materially different from those expressed or implied by such
forward-looking statements. For Sirius Group, these risks and
uncertainties include, but are not limited to, its revenues and
operating performance, general economic and market conditions,
industry trends, legislation or regulatory requirements affecting
the businesses in which it is engaged, management of growth, amount
of redemptions, its business strategy and plans, the sufficiency of
Sirius Group's asbestos and other reserves, the impact of emerging
claims issues as well as other insurance and non-insurance
litigation, the cost and availability of reinsurance coverage,
catastrophe losses, fluctuations in insurance and reinsurance
pricing, investigations or enforcement actions by governmental
authorities, the result of future financing efforts and its
dependence on key personnel. For Easterly, risks include, but
are not limited to, the risk of significant redemptions by Easterly
stockholders, the inability to retain key personnel, the inability
to obtain stockholder and regulatory approvals and the inability to
successfully close the transaction. Additional information on
these and other factors that may cause actual results and
Easterly's performance to differ materially is included in
Easterly's periodic reports filed with the SEC, including but not
limited to Easterly's Form 10-K for the year ended December 31, 2017 and subsequent Forms
10-Q. Copies may be obtained by contacting Easterly.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date
made. These forward-looking statements are made only as of
the date hereof, and Easterly and Sirius undertake no obligations
to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to sell, nor the solicitation of an offer to buy
any securities, nor is it a solicitation of any vote, consent, or
approval in any jurisdiction pursuant to or in connection with the
Proposed Transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
Participants in Solicitation
Easterly and Sirius Group, and their respective directors and
executive officers, may be deemed participants in the solicitation
of proxies of Easterly stockholders in respect of the Proposed
Transaction. Information about the directors and executive
officers of Easterly is set forth in Easterly's Annual Report on
Form 10-K for the year ended December
31, 2017. Information about the directors and
executive officers of Sirius Group and more detailed information
regarding the identity of all potential participants, and their
direct and indirect interests, by security holdings or otherwise,
will be set forth in Sirius Group's Registration Statement that
will include a proxy statement of Easterly. Investors may
obtain additional information about the interests of such
participants by reading such proxy statement when it becomes
available.
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SOURCE Sirius International Insurance Group, Ltd.