Presidential Life Corp. and Athene Holding announced a definitive agreement for an Athene subsidiary to acquire Presidential Life for $14.00 per share in cash, representing an aggregate purchase price of approximately $415 million.
According to a release, the $14.00 per share price represents a premium of approximately 38 percent over the $10.14 per share closing price of Presidential Life common stock on July 12, and a premium of 40 percent over the average closing price for the five trading day period ended on such date.
Under the terms of the agreement, Presidential Life, which markets and sells a variety of fixed annuity, life insurance and accident and health insurance products through its subsidiary, Presidential Life Insurance Company, will be acquired by Athene's subsidiary, Athene Annuity & Life Assurance Company, a Delaware- domiciled insurer focused on retail fixed and index annuity sales and reinsurance.
Presidential Life, Athene Annuity and Eagle Acquisition Corp. (Merger Sub), a newly formed subsidiary of Athene Annuity, have entered into an Agreement and Plan of Merger, dated July 12, pursuant to which Merger Sub will merge with and into Presidential Life, with Presidential Life surviving the merger as a subsidiary of Athene Annuity.
The Board of Presidential Life has unanimously approved the transaction and recommends that its shareholders approve the merger agreement. The transaction is expected to close in late 2012 and is subject to customary closing conditions, including the receipt of regulatory approvals, such as the approval of the New York State Department of Financial Services, and approval by the holders of a majority of the outstanding shares of Presidential Life common stock. A special meeting of Presidential Life's shareholders will be held following the filing of definitive proxy materials with the U.S. Securities and Exchange Commission, and subsequent mailing of the proxy materials to the shareholders. Consummation of the merger is not subject to financing conditions.
"We continue to build a market-leading retirement savings company through organic growth, reinsurance and strategic acquisitions," said James R. Belardi, CEO of Athene. "The purchase of Presidential Life will create significant opportunities for growth in our retail sales and reinsurance operations." Athene Annuity does not currently operate in New York.
"I am pleased to announce this agreement, which provides our shareholders with a significant cash premium for their shares. We believe this transaction is in the best interest of our shareholders," said John McMahon, Chairman of the Board of Presidential Life. "Today's announcement is the result of a comprehensive process in which the Board of Directors, with the assistance of its outside advisors, carefully considered strategic alternatives for our shareholders."
Sandler O'Neill + Partners acted as the financial advisor to Presidential Life and provided a fairness opinion to the Board of Directors of Presidential Life in connection with the transaction. Proskauer Rose acted as counsel to Presidential Life. Sidley Austin acted as counsel to Athene.
Athene is a Bermuda-based holding company.
Presidential Life markets and sells fixed annuity, life insurance and accident and health insurance products.
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