Haverford Makes Fresh Omega Bid
The on-again off-again effort by Bermuda’s Haverford to buy a major stake in London insurer Omega is on again.
Haverford — the Bermuda vehicle owned by locally based insurance entrepreneur Mark Byrne — informed the London Stock Exchange this morning [Dec.15] that it has submitted a fresh bid for the Lloyd’s insurer according to a statement issued by the company.
The Bermuda firm has submitted a 74 pence per share offer for Omega, in light of what it said was a “very significant and unexpected deterioration in the financial position of Omega.”
In November Haverford indicated it would pay up to 83 pence per share for the holding, but the offer lapsed.
Haverford said that a meeting arranged between the two companies for 8 December had been cancelled by Omega at short notice.
Mr. Byrne’s new offer for a 25 percent stake in Omega comes two days after the takeover target released a statement defending its capital position and reiterating its belief that Haverford’s original tender offer should have gone unconditional.
Haverford’s Full Statement Appears Below:
HBL notes the announcement made by Omega on 13 December. The partial cash offer (the “Old Offer”), announced on 12 September 2011, lapsed on its terms and not through any breach by HBL.
In light of the very significant and unexpected deterioration in the financial position of Omega indicated by the third quarter statement issued on 18 November 2011, and the information subsequently provided by Omega to HBL, HBL made an indicative proposal (the “Proposal”) to Omega on 29 November regarding a potential new partial cash offer (the “New Offer”). To date, Omega has not responded to the Proposal. A meeting was arranged between HBL and Omega for Thursday 8 December, but was cancelled by Omega on short notice. HBL remains open to discussions.
HBL confirms that the hearing convened by the Delaware Insurance Commissioner (regarding the Old Offer) was postponed until further notice by the Insurance Commissioner. The postponement was announced by the Insurance Commissioner on Monday 5 December.
The New Offer would be substantially on the same terms, and subject to similar conditions, as the Old Offer, save as follows:
(i) the New Offer would be at a fixed price of 74p in cash per Omega Share (with no Dutch auction), again for up to 60,240,964 Omega Shares, with an initial closing date of 31 January 2012; and
(ii) HBL would agree (a) for a period of three years, not to vote in favour of any resolution seeking to de-list Omega from the UKLA’s Official List or from trading on the London Stock Exchange’s main market for listed securities, unless a de-listing is proposed pursuant to a merger or acquisition that, in HBL’s reasonable opinion, is in the best interests of Omega, and (b) that HBL would support Omega complying with the provisions in the UK Corporate Governance Code which deal with the appointment and role of the Senior Independent Director.
The making of the New Offer is conditional upon (i) HBL and Omega entering into a new implementation agreement (the “New Implementation Agreement”) substantially on the same terms, and subject to similar conditions, as the Implementation Agreement which applied to the Old Offer, with the exception of the new provisions set out above; (ii) Omega answering satisfactorily all outstanding enquiries raised by HBL, primarily regarding Omega’s capital position and keeping HBL updated as to all material developments; and (iii) agreement on the future strategy for Omega in light of the change in its financial position.
If agreement is reached, a joint announcement would be made, and a new offer document setting out the full provisions of the New Offer (the “New Offer Document”) posted to Omega Shareholders (other than to persons resident in a Restricted Jurisdiction) in due course.
HBL remains interested in acquiring a significant shareholding in Omega and in working with Omega’s management and employees to address Omega’s significant current challenges and to simplify and refocus Omega’s business in order to maximise its future business opportunities, long-term profitability and value. HBL also recognises the desire of Omega’s shareholders to bring a conclusion to a prolonged period of uncertainty regarding their investment in Omega.
