|[August 12, 2014]
Tiptree Financial Inc. to Acquire Fortegra Financial Corporation for $10.00 per Share in Cash
NEW YORK & JACKSONVILLE, Fla. --(Business Wire)--
Tiptree Financial Inc. (NASDAQ:TIPT) ("Tiptree") and Fortegra Financial
Corporation (NYSE:FRF) ("Fortegra") today jointly announce the signing
of a merger agreement pursuant to which Tiptree will acquire Fortegra in
an all cash transaction valued at approximately $218 million.
In the transaction, shareholders of Fortegra will receive $10.00 in cash
for each share of Fortegra common stock they own. The price represents a
premium of 42.5% to the closing price of Fortegra on August 11, 2014,
the last trading day prior to this announcement.
Tiptree's President and CEO Geoffrey N. Kauffman said: "We are very
pleased to announce the addition of Fortegra to the Tiptree family of
companies. Rick and his team have built a deep and experienced
organization with a very strong market position and we are looking
forward to working closely with them to take advantage of future growth
opportunities and drive value for all shareholders."
"This transaction allows Fortegra to continue to serve our customers as
we have for the past thirty-six years. We will continue to operate as we
have in the past, as part of a public company, only now with a partner
that views their investment as permanent capital. We were also able to
allow our shareholders to realize significant, immediate value," said
Richard S. Kahlbaugh, Chairman, President and CEO of Fortegra.
The Boards of Directors of both companies, including an independent
special committee of the Fortegra Board, have unanimously approved the
transaction. Following the execution of the merger agreement,
stockholders representing approximately 62% of the outstanding shares of
Fortegra common stock executed a written consent adopting and approving
the merger agreement. No additional stockholder approvals are necessary
to adopt the merger agreement or consummate the transaction. The merger
agreement includes a 30-day "go-shop" period during which the special
committee of the Fortegra Board of Directors, with the assistance of its
independent financial and legal advisors, will actively solicit,
receive, evaluate and potentially enter into negotiations with
interested parties that offer alternative proposals. It is not
anticipated that any developments will be disclosed with regard to this
process unless Fortegra's special committee makes a decision with
respect to a potential superior proposal. There are no guarantees that
this process will result in a superior proposal.
Tiptree and Fortegra expect to complete the transaction in late 2014 or
early 2015 after satisfaction of customary closing conditions,
including, among other things, insurance regulatory approvals and
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. There is no
financing contingency. Upon completion of the transaction, Fortegra
cmmon shares will no longer be registered with the SEC (News - Alert) nor trade on the
RBC Capital Markets, LLC acted as lead financial advisor and Wells Fargo (News - Alert)
Securities, LLC acted as financial advisor and lead financing arranger
to Tiptree. Willis Capital Markets & Advisory acted as financial advisor
to Fortegra and rendered a fairness opinion (subject to the assumptions,
qualifications and limitations set forth therein) to its Board of
Directors in conjunction with this transaction. Schulte Roth & Zabel LLP
and Debevoise & Plimpton LLP served as legal counsel to Tiptree.
Kilpatrick Townsend & Stockton LLP served as legal counsel to Fortegra.
Tiptree is a diversified holding company engaged through its
consolidated subsidiaries in a number of businesses and is an active
acquirer of new businesses. Tiptree, whose operations date back to 2007,
currently has subsidiaries that operate in four industry segments:
insurance and insurance services, specialty finance, asset management
and real estate. Tiptree is publicly traded on the NASDAQ stock market
(NASDAQ: TIPT). For additional information, please visit Tiptree's
website at www.tiptreefinancial.com.
Fortegra, traded on the New York Stock Exchange under the symbol FRF, is
an insurance services company headquartered in Jacksonville, Florida.
Fortegra offers a wide array of revenue enhancing products, including
payment protection products, motor club memberships, service contracts,
device and warranty services, and administration services to our
business partners, including insurance companies, retailers, dealers,
insurance brokers and agents and financial services companies.
Fortegra's brands include Fortegra™, Life of the South®, 4Warranty,
ProtectCELL™, Continental Car Club™, Auto Knight Motor Club™, United
Motor Club™, Consecta™, Pacific Benefits Group™, and South Bay
This press release includes certain forward-looking statements. Such
forward-looking statements are subject to known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Tiptree or Fortegra to be materially
different from any future results, performance or achievements expressed
or implied by such forward-looking statements. Such factors include,
among others, the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement, the
failure to satisfy conditions to completion of the merger, the timing
and completion of the merger, the outcome of any legal proceedings
relating to the merger, and the effect of the announcement on Fortegra's
customer relationships, operating results and business generally. Such
factors also include, but are not limited to, the risks and
uncertainties described in Tiptree's reports filed with the SEC, which
are available at www.sec.gov,
and in Fortegra's reports, including its Annual Report on Form 10-K for
the year ended December 31, 2013, filed with the SEC, which are
available at www.sec.gov.
Tiptree and Fortegra disclaim any intention or obligation to update or
revise any forward-looking statements, except as required by law.
In connection with the proposed transaction, Fortegra will file relevant
materials with the Securities Exchange Commission ("SEC"), including
Fortegra's information statement in preliminary and definitive form.
FORTEGRA'S INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE
INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AS
THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TRANSACTION AND THE PARTIES TO THE TRANSACTION.
Investors and shareholders may obtain free copies of the information
statement and other documents filed by Fortegra (when available) at the
SEC's web site at www.sec.gov
or at Fortegra's web site at www.fortegra.com.
The information statement and other documents may also be obtained, when
available, at no charge from Fortegra by directing such request to
Investor Relations, Fortegra Financial Corporation, 10151 Deerwood Park
Boulevard, Building 100, Suite 330, Jacksonville, FL 32256, telephone:
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