AmTrust Financial Services has announced that its stockholders have approved its proposed merger transaction with Evergreen Parent, L.P. for the amended offer price of $14.75 per share in cash for all outstanding shares.
Evergreen Parent L.P. is an entity formed by private equity funds managed by Stone Point Capital LLC, together with Barry Zyskind, Chairman and Chief Executive Officer (CEO) of AmTrust, George Karfunkel and Leah Karfunkel.
Stone Point and the Karfunkel-Zyskind Family originally proposed to acquire the approximately 45% of AmTrust’s shares not owned or controlled by their affiliates in January 2018 for a price of $12.25 per share, but raised their offer first to $13.50 per share in March and later to $14.75 per share in June.
The current offer, which was approved by AmTrust stockholders in a vote held at a company Special Meeting, values the fully diluted equity of AmTrust at approximately $2.95 billion, excluding outstanding preferred stock.
The transaction is now expected to close during the second half of 2018, subject to the satisfaction of customary closing conditions, including approval by regulatory authorities.
Barry Zyskind, Chairman and CEO of AmTrust, said: “We are pleased with the outcome of today’s vote. In addition to maximizing value for our public stockholders, this transaction provides AmTrust with a strong partner in Stone Point. Together, as a private company, we will continue to serve our clients, agents, partners and policyholders with a focus on initiatives that will help them achieve success.
“I would like to thank our approximately 8,000 global employees who, throughout this process, have remained focused on serving our policyholders with best-in-class dedication and service. As our company continues to innovate and drive toward operational excellence, our team members will be AmTrust’s most valuable engine in achieving our long-term objectives.”
Jim Carey, Senior Principal of Stone Point Capital, also commented: “Stone Point is excited to partner alongside the Karfunkel-Zyskind family and AmTrust’s management team. We look forward to working closely with management to help them drive their current operational initiatives and ultimately capitalize on the longer-term opportunities for the business.”
Donald DeCarlo, Chairman of the Special Committee of the AmTrust Board of Directors, added: “The amended transaction follows significant engagement with our public stockholders, and is consistent with our commitment to maximize value for our public stockholders. I want to thank my fellow Committee members and the entire Board for their diligent and tireless efforts on behalf of AmTrust stockholders, and the stockholders themselves for the careful consideration they gave to this important matter.”
AmTrust said that the final vote tally showed that 156,673,970 shares, or 79.8% of the outstanding common stock, representing 92.6% of the shares voted, were cast in favour of the merger.
With respect to the Public Stockholders, 55,116,675 shares, or 67.4% of the total public stock outstanding, representing 81.5% of the public shares voted at the Special Meeting, were cast in favour of the merger.
