Midwest Holding Inc. and investment firm Antarctica Capital have entered into a definitive merger agreement whereby an affiliate of Antarctica will acquire Midwest in an all-cash transaction valued at approximately $100 million.
According to Midwest, under the terms of the agreement, its shareholders will receive $27.00 in cash per share, representing a 97% premium to the Company’s closing share price on April 28, 2023, and a 75% premium over Midwest’s 30-day volume-weighted average price as of April 28, 2023.
The transaction has been unanimously approved by Midwest’s Board of Directors and is expected to close in the second half of 2023, subject to certain customary closing conditions, including the receipt of insurance regulatory approvals and approval by Midwest shareholders.
Midwest states that shareholders representing approximately 33% of the Company’s issued and outstanding shares have agreed to vote their shares in favour of the transaction.
Georgette Nicholas, Chief Executive Officer of Midwest, commented, “This transaction delivers a substantial cash premium to our shareholders while also providing Midwest with the resources necessary to fully capitalize on our platform, business momentum and market opportunity.
“The Board of Directors and management team conducted a comprehensive review of value creation opportunities, and we are confident this transaction provides a highly attractive outcome for Midwest. We look forward to working with the Antarctica team in this exciting new chapter.”
Chandra Patel, Managing Partner of Antarctica Capital, said, “Midwest is an innovative insurance platform with an impressive team that has built a rapidly growing annuity business.
“The acquisition of Midwest represents a significant milestone for Antarctica’s insurance strategy. Antarctica brings to Midwest its investment management expertise and asset origination capabilities that will enable Midwest to enhance the value it provides to its policyholders.
“In addition, we plan on utilizing our platform and existing partnerships to accelerate Midwest’s “capital light strategy” to drive future growth. We look forward to welcoming Midwest to the Antarctica family of companies.”
Following the closing of the transaction, Midwest will continue to be led by its current leadership team. In addition, Midwest is expected to maintain its name, personnel, headquarters in Lincoln, Nebraska, and operational hubs in New York and Vermont.
RBC Capital Markets is serving as financial advisor to Midwest. Insurance Advisory Partners LLC has rendered a fairness opinion to the Board of Directors concerning the proposed transaction.
Fried, Frank, Harris, Shriver & Jacobson LLP is serving as transaction counsel, and Lamson Dugan & Murray LLP and Primmer Piper Eggleston Cramer PC are serving as insurance regulatory counsel to Midwest.
Kirkland & Ellis LLP is acting as legal advisor to Antarctica Capital on this transaction.
