Brookfield Reinsurance to Acquire Argo in $1.1 Billion Transaction
BROOKFIELD, NEWS,
Thomas A. Bradley, Argo’s Executive Chairman and Chief Executive Officer, said, “This transaction brings a successful conclusion to Argo’s strategic alternatives review process and represents the best path forward for Argo, our employees and policyholders while also maximizing value for our shareholders. By joining Brookfield Reinsurance, Argo will continue to serve our brokers with greater financial strength and opportunities to grow as a
As part of the agreement, each issued and outstanding Argo common share will be converted into the right to receive $30.00 in cash at closing of the merger, funded by existing cash on hand and liquidity available to Brookfield Reinsurance. The merger consideration per Argo common share represents a 6.7% premium to Argo’s closing share price on
Each of Brookfield Reinsurance’s and Argo’s boards of directors unanimously approved the merger agreement. The merger is expected to close in the second half of 2023, subject to approval by Argo shareholders and other closing conditions customary for a transaction of this type, including receipt of insurance regulatory approvals in relevant jurisdictions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In connection with the execution of the merger agreement,
Under the terms of the merger agreement, Argo has agreed to suspend the payment of dividends on its common shares through the closing of the transaction.
For further information regarding the definitive merger agreement, please see Argo’s current report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (the “SEC”) and will contain a summary of the material terms and conditions of the merger agreement, as well as a copy of the merger agreement.
Advisors
Debevoise & Plimpton LLP is serving as legal advisor to Brookfield Reinsurance on this transaction.
About Argo
About Brookfield Reinsurance
Contacts
Communications & Media Brookfield Reinsurance:
Email: [email protected]
Investor Relations Brookfield Reinsurance:
Email: [email protected]
Communications & Media Argo:
Email: [email protected]
Investor Relations Argo:
Email: [email protected]
Email: [email protected]
Cautionary Note Regarding Forward-Looking Statements
This press release may include, and Argo and Brookfield Reinsurance may make related oral, forward-looking statements which reflect Argo’s or Brookfield Reinsurance’s current views with respect to future events and financial performance. Such statements include forward-looking statements both with respect to Argo in general, and to the insurance and reinsurance sectors in particular (both as to underwriting and investment matters). Statements that include the words “expect,” “estimate,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “aim,” “likely,” “will,” “may,” “could,” “should” or “would” and similar statements of a future or forward-looking nature identify forward-looking statements in this press release for purposes of the
The proposed transaction is subject to risks and uncertainties and factors that could cause Argo’s and Brookfield Reinsurance’s actual results to differ, possibly materially, from those in the specific projections, goals, assumptions and statements herein including, but not limited to: (i) that Argo and Brookfield Reinsurance may be unable to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived, including the failure to obtain Argo shareholder approval for the proposed transaction or that a governmental authority may prohibit, delay or refuse to grant approval for the consummation of the transaction; (ii) uncertainty as to the timing of completion of the proposed transaction; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (iv) risks related to disruption of management’s attention from Argo’s or Brookfield Reinsurance’s ongoing business operations due to the proposed transaction; (v) the effect of the announcement of the proposed transaction on Argo’s or Brookfield Reinsurance’s relationships with its clients, employees, operating results and business generally; and (vi) the outcome of any legal proceedings to the extent initiated against Argo or Brookfield Reinsurance or others following the announcement of the proposed transaction, as well as Argo or Brookfield Reinsurance 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 or elsewhere, including the risk factors included in Argo’s most recent Annual Report on Form 10-K and Form 10-K/A, and Quarterly Report on Form 10-Q, Brookfield Reinsurance’s Form 20-F and other documents of Argo or Brookfield Reinsurance on file with, or furnished to, the
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, Argo will file with the
Tel: (860) 970-5845
Email: [email protected]
Participants in the Solicitation
Argo, Brookfield Reinsurance and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Argo’s shareholders in connection with the proposed transaction. Information regarding Argo’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Argo’s annual proxy statement filed with the
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