Trean Insurance Group Announces Definitive Agreement to be Acquired by Altaris Capital Partners
Trean Stockholders to Receive
Company to Continue Growth Plan and Delivering Full Suite
of Insurance and Reinsurance Services
Upon receiving a proposal from Altaris to acquire the Company, which was conditioned on approval by a special committee of independent and disinterested directors and by a majority of the voting power of unaffiliated stockholders, the Board of Directors formed such a Special Committee comprised solely of independent and disinterested directors to evaluate the proposal and alternatives thereto and make a recommendation to the Board of Directors. The Special Committee was advised by its own independent financial and legal advisors. Following the unanimous recommendation of the Special Committee, the Board of Directors of the Company (other than
Additional Transaction Details
The transaction, which implies a total equity value for the Company of approximately
Completion of the transaction is subject to certain closing conditions, including obtaining approval of a majority of the outstanding shares of
Following completion of the transaction,
Following the closing of the transaction, it is expected that
Advisors
Houlihan Lokey is acting as independent financial advisor to the Special Committee, and
About
About Altaris
Altaris is a healthcare investment firm with an exclusive focus on building companies that deliver value to the healthcare system through innovation and efficiency. Since inception in 2003, Altaris has invested in 49 healthcare companies which have generated significant value appreciation for investors. Altaris is headquartered in
Cautionary Statement Regarding Forward-Looking Statements
This press release contains, and the Company’s other filings and press releases may contain, forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed merger (the “Merger”) may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock; (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the agreement and plan of merger (the “Merger Agreement”) by the Company’s stockholders and the receipt of certain regulatory approvals; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; (iv) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results, and business generally; (v) risks that the proposed transaction disrupts the Company’s current plans and operations; (vi) the Company’s ability to retain and hire key personnel in light of the proposed transaction; (vii) risks related to diverting management’s attention from the Company’s ongoing business operations; (viii) unexpected costs, charges, or expenses resulting from the proposed Merger; (ix) potential litigation relating to the Merger that could be instituted against Altaris, the Company, or their respective directors, managers or officers, including the effects of any outcomes related thereto; (x) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xi) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war or hostilities, or pandemics, including the COVID-19 pandemic, as well as management’s response to any of the aforementioned factors; (xii) other risks described in the Company’s filings with the
Additional Information and Where to Find it
In connection with the Merger, the Company intends to file a preliminary proxy statement on Schedule 14A with the
Participants in the Solicitation
The Company and certain of its directors, executive officers and other employees, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the Merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Merger and their respective direct and indirect interests in the Merger, by security holdings or otherwise, will be included in the definitive proxy statement and other materials to be filed with the
CONTACTS
Trean Contacts
Investor Relations
[email protected]
(952) 974-2260
FGS Global
[email protected]
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