Argo’s Largest Shareholder, Voce Capital
Management, Votes All its Shares in Support of Argo’s Director
Nominees
The Argo Board of Directors Urges Shareholders
to Vote “FOR” Argo’s Highly Qualified Director Nominees on
the BLUE Proxy Card
TODAY
Argo Group International Holdings, Ltd. (NYSE: ARGO) today
announced that leading independent proxy advisory firms,
Institutional Shareholder Services (ISS) and Glass Lewis & Co,
have recommended that shareholders vote “FOR” all seven of Argo’s
highly qualified director nominees at the Company’s upcoming Annual
Meeting of Shareholders to be held on December 15, 2022.
In addition, Voce Capital Management LLC, the owner of
approximately 9.5% of the Company’s common shares, has informed the
Company that it has voted all of its shares on the BLUE proxy card in support of the seven Argo
nominees at the Company’s upcoming 2022 annual meeting.
In making its recommendations, ISS stated in its December 2,
2022 report1:
- “The dissident has not made a compelling case for change. The
highest priority for ARGO is the ongoing strategic review. There is
no reason to believe that the process is not being conducted to
advance the best interests of shareholders, and there is no
indication that a key competency or perspective is absent from the
strategic review committee.”
- “The addition of Dan Plants in early August only bolstered the
board's credibility, particularly because he was appointed to chair
the strategic review committee.”
- “ARGO appears to have emerged from the tumult of 2019 with a
more focused strategy. The company began closing and selling
international and non-core units, and now draws over 95 percent of
its revenue from the United States. This transition may have
contributed to improved operations, as the revenue CAGR since the
end of 2019 is almost double the claims and loss growth rate, even
when the impact of the increase in loss reserves is taken into
account.”
In making its recommendations, Glass Lewis stated in its
December 2, 2022 report1:
- “Overall, we recognize that steps taken by the incumbent board
and management have significantly transformed Argo into a focused
U.S. specialty commercial insurance business and the resulting
company appears stronger, more efficient and better positioned to
generate value for shareholders than the legacy structure, in our
view.”
- “Shareholders should note that Capital Returns has not offered
alternative suggestions to improve the business beyond pursuing a
sale of the whole Company. Given that the board is already
considering a sale and has solicited a large range of potential
counterparties as part of the strategic review, we do not believe
the Dissident Nominees would be clearly additive to the strategic
review process or likely to improve the outcome for all
shareholders, if appointed to the board.”
- “Furthermore, given the level of operational as well as board
and management change that has already taken place at Argo over the
last several years, we do not believe a further shakeup of the
board would be a favorable development at this time.”
Argo issued the following statement:
We are pleased that ISS and Glass Lewis support the election of
all seven of Argo’s director nominees. Both of these
recommendations further validate our belief that Argo’s seven
highly qualified nominees with relevant expertise and proven track
records continue to move with speed to best position the
Company.
The seven directors up for election at the annual general
meeting – Bernard Bailey, Thomas Bradley, Dymphna Lehane, Samuel
Liss, Carol McFate, J. Daniel Plants and Al-Noor Ramji – are
integral to continuing Argo’s momentum, advancing our strategy and
driving enhanced shareholder value.
This is a critical moment in Argo’s history. It is imperative
that we continue the process we have underway to maximize value for
shareholders.
To follow ISS’s and Glass Lewis’s recommendations, shareholders
should vote “FOR” all seven of Argo’s highly qualified director
nominees on the BLUE proxy card
prior to the deadline of 9:00 a.m. local Bermuda time (8:00 a.m.
Eastern Time) on December 13, 2022. Argo shareholders are advised
to discard any white proxy cards they receive from Capital Returns.
Argo shareholders can vote today by telephone, by internet or by
signing, dating and returning the BLUE proxy card in the postage-paid envelope
provided.
YOUR VOTE IS
IMPORTANT!
If you have any questions, or
need assistance in voting
your shares on the BLUE proxy
card,
please call our proxy
solicitor:
INNISFREE M&A
INCORPORATED
Shareholders in the U.S. and
Canada Call Toll-Free at +1 (877) 750-9496
Banks and Brokers Call Collect
at +1 (212) 750-5833
About Argo Group International Holdings, Ltd.
Argo Group International Holdings, Ltd. (NYSE: ARGO) is an
underwriter of specialty insurance products in the property and
casualty market. Argo offers a full line of products and services
designed to meet the unique coverage and claims-handling needs of
businesses in two primary segments: U.S. Operations and
International Operations. Argo Group and its insurance subsidiaries
are rated ‛A-’ by Standard & Poor’s. Argo’s insurance
subsidiaries are rated ‛A-’ by A.M. Best. More information on Argo
and its subsidiaries is available at argogroup.com.
Forward-Looking Statements
This press release and any related oral statements may include
forward-looking statements that reflect our current views with
respect to future events and financial and operational performance.
Forward-looking statements include all statements that do not
relate solely to historical or current facts, and can be identified
by the use of words such as “positioning,” “expect,” “intend,”
“plan,” “believe,” “do not believe,” “aim,” “project,”
“anticipate,” “confident,” “seek,” “will,” “likely,” “assume,”
“estimate,” “may,” “continue,” “create,” “maximize,” “guidance,”
“objective,” “outcome,” remain optimistic,” “outlook,” “trends,”
“future,” “could,” “would,” “should,” “target,” “on track,”
“simplifies” and similar expressions of a future or forward-looking
nature. Such statements are subject to certain risks and
uncertainties that could cause actual events or results to differ
materially. For a more detailed discussion of such risks and
uncertainties, see Item 1A, “Risk Factors” in Argo’s Annual Report
on Form 10-K and Form 10-K/A for the fiscal year ended December 31,
2021, as supplemented in Argo’s subsequent Quarterly Reports on
Form 10-Q, and in other filings with the U.S. Securities and
Exchange Commission. The inclusion of a forward-looking statement
herein should not be regarded as a representation by Argo that
Argo’s objectives will be achieved. Argo undertakes no obligation
to publicly update forward-looking statements, whether as a result
of new information, future events or otherwise. You should not
place undue reliance on any such statements. Each of the
transactions referenced in this press release is subject to risks
and uncertainties, including, but not limited to, that the
transactions may be unable to be completed because of the failure
to obtain required regulatory approvals or satisfy (or obtain
waivers of) the closing conditions and uncertainty as to the timing
of completion of the transactions.
1 Permission to use quotes neither sought nor obtained
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221205005375/en/
Investors: Andrew Hersom Head of Investor Relations 860-970-5845
andrew.hersom@argogroupus.com Gregory Charpentier AVP, Investor
Relations and Corporate Finance 978-387-4150
gregory.charpentier@argogroupus.com Media: David Snowden Senior
Vice President, Group Communications 210-321-2104
david.snowden@argogroupus.com
Argo (NYSE:ARGO)
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Argo (NYSE:ARGO)
過去 株価チャート
から 1 2024 まで 1 2025
