Insurer AmTrust Financial Services said that they approved an agreement to make AmTrust shares a private entity, that it was an agreement worth $ 2.95 billion and that negotiator Carl Icahn was negotiated after opposing a previous proposal.
The deal will pay $ 14.75 per share in cash from a previous offer of $ 13.50 per share.
The insurer will buy Evergreen Parent, a private equity fund managed by Stone Point Capital, along with AmTrust’s current chairman and CEO Barry Zyskind and founders George Karfunkel and Leah Karfunkel. Approximately 45 percent of the company’s shares will be bought by Karfunkels and Zyskinds, which they do not own or control.
Zyskind is the brother-in-law of the Karfunkel brothers who started the business.
The transaction is expected to close in the second half of 2018.
“We were pleased with the result of today’s votes. In addition to maximizing value for our publicly-traded shareholders, this transaction provides AmTrust with a strong partner at Stone Point. As a private company, we will continue to focus on initiatives that will help our customers, our agencies, our partners and policyholders to achieve success. ”
In the last instance, 92.6 percent of the shares were seen voting in favor of the merger. Public shareholders voted in favor of 81.5 percent.
The agreement came after talks with Icahn, with another minority investor, Arca Capital, based on the previous proposal. Arca, which has about 2.4 percent of the shares, opposed the last singles life.
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Having a 9.4 percent stake, Icahn ceased to claim that the previous recommendation was unfairly benefiting the Karfunkel family, which controls them at the expense of public shareholders.
The Prague-based Arca said yesterday that it would sue the court if an agreement of $ 14.75 per share was approved. Keep a fair price between $ 25 and $ 31 per share.
Donald DeCarlo, chairman of the special committee of the AmTrust board, said that the change is “in significant relation to our public shareholders and consistent with our commitment to maximize value for our public shareholders.”
Private takeover offer re-edited earnings and accounting problems. CEO Zyskind and Karfunkels agreed last year to inject $ 300 million into the company.
Headquartered in New York, AmTrust offers private property / accident insurance products such as employer compensation, commercial vehicle, general liability and expanded service and warranty coverage through major insurance subsidiaries.
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