National Western Life Group, Inc., the parent organization of National Western Life Insurance Company, and Prosperity Life Group have announced the signing of a definitive Merger Agreement whereby S. USA Life Insurance Company, Inc. (SUSA), an affiliate of Prosperity Life Group, will acquire National Western in an all-cash transaction valued at approximately $1.9 billion.
As part of the agreement, each issued and outstanding share of National Western common stock will be converted into the right to receive $500 in cash at closing of the merger.
This merger consideration of $500 per share of National Western’s Class A Common Stock and Class B Common Stock represents an 87.1% premium to the unaffected Class A Common Stock share price of $267.29 on May 16, 2023, as well as an 11.8% premium over National Western’s 30-day volume-weighted average price as of October 6, 2023.
At the same time, the merger has also received the unanimous approval of National Western’s Board of Directors.
It has been revealed that the merger is expected to close in the first half of 2024, however it is subject to certain customary closing conditions for a transaction of this type, which includes approval by National Western’s stockholders, antitrust clearance, and receipt of insurance regulatory approvals.
It is also important to highlight that National Western stockholders that collectively own common shares representing approximately 29.7% of the total voting power of the company’s common shares, have executed voting and support agreements with SUSA.
Under these agreements, each of these stockholders has agreed to vote all common shares owned by that stockholder in favor of the Merger Agreement and against any alternative transactions.
“The acquisition of National Western represents a significant milestone in the continued expansion of our insurance business. We look forward to welcoming National Western to Prosperity Life Group. National Western’s capabilities will further complement our ambition to deliver a compelling value proposition to our policyholders and the company,” said Nicholas von Moltke, President and Chief Executive Officer of Prosperity Life Group.
“This is an exciting moment in National Western’s history. I would like to thank our board of directors, particularly our strategic opportunities committee of independent directors, which conducted a thorough review of a range of strategic alternatives and possible business opportunities to maximize value for our stockholders. The transaction provides clear and immediate value for our stockholders at an attractive premium,” commented Ross R. Moody, Chairman of the Board and Chief Executive Officer of National Western.
