Omega Rejects Latest Overture
Bermuda-based Omega Insurance Holdings Plc rejected a renewed merger offer from rival Barbican yesterday [Jan. 20] as takeover interest in the Lloyd’s of London insurer revived following a series of failed bids in 2011.
Barbican’s new all-share merger “offers no improvement” on an unsuccessful cash-and-shares bid approach it made last year, Omega said in a statement.
Omega, with a market value of about $203.4 million, is like other small insurers under pressure to consolidate amid increasingly competitive conditions and mounting regulatory capital requirements.
Guernsey-based Barbican’s move came after the failure of an initial approach it made for Omega last September and follows just a month after Bermuda reinsurer Haveford also ended talks over buying a stake.
Privately-held Barbican sent a letter which outlined an indicative merger proposal for Omega earlier this week. It said any transaction would be a merger of equals.
Barbican said any deal would take place via a share exchange, which would leave Omega shareholders owning the majority of shares in the new, combined company, with no acquisition premium paid to Barbican shareholders.
The text of a letter sent to the board of Bermuda’s Omega from Barbican and Carlson Capital — the Texan hedge fund behind the London insurer — appears below:
January 19, 2012
Board of Directors
Omega Insurance Holdings Limited
Crown House
Par-la-Ville Road
Hamilton
HM08
BermudaGentlemen,
Carlson Capital L.P. [Carlson] is one of the largest shareholders of Omega Insurance Holdings Limited [Omega], and has followed the progress of the company with interest and concern. Carlson is also the majority holder of Barbican Group Holdings Limited [Barbican], an insurance group writing business predominantly through Syndicate 1955 at Lloyd’s with a stamp capacity of £180 million. Over the course of the last year, while Omega was in the process of pursuing strategic alternatives, Barbican put forth two proposals to combine the two companies. The Omega Board, to our knowledge, made but a cursory evaluation of those proposals.
Barbican was fully prepared to enter into negotiations to determine the optimal structure and terms on which to complete an agreed-upon transaction that would create value for the shareholders of both companies and stabilize the Omega business at a time of significant stress and volatility. It was extremely disappointing to learn that the strategic review process was simply a diversion to allow the company to enter into exclusive discussions with Haverford [Bermuda], Limited [HBL] and to agree to what we believe was a coercive transaction that disenfranchised shareholders. It is therefore in some ways fortuitous that the HBL offer has lapsed and further negotiations have been terminated, because it allows Omega to focus on a strategic transaction that actually creates value.
We believe that a merger between Omega and Barbican is the transaction that would create the most value for all shareholders. Barbican, with the support of its majority shareholders, is tendering a formal proposal to merge Barbican and Omega via a share exchange (the “Transaction”).
We firmly believe our proposal will create significant and compelling value for Omega shareholders. Barbican’s syndicate 1955 is ‘wholly aligned’ and will allow the combined enterprise to release surplus capital and create a more capital-efficient business going forward. The new company would have the potential to significantly cut corporate overhead and expenses, especially those surrounding compliance with Solvency II. Material savings also should be achievable from the combined company’s reinsurance program. Increased scale will also better position the combined company to compete for business in the Lloyd’s market. As Omega shareholders will represent the majority of the shares in the combined company, the majority of the future value created by the synergies, surplus capital, and increased scale will accrue to Omega shareholders.The Transaction would be structured as ‘merger of equals’ with no acquisition premium to be paid to the Barbican shareholders. The merger consideration would be calculated based on the 31 December 2011 audited Net Tangible Book Value of each company, adjusted (i) based upon an independent actuarial review of each company’s reserves to ensure they are stated on an equivalent basis, and (ii) for any material changes through the Transaction closing date. The combined company will remain a publically traded entity, with its shares listed on the Official List of the London Stock Exchange (LSE: LSE.L – news) . As part of the Transaction, we also propose that Omega’s bye-laws be amended to bind the directors to the application of the UK Takeover Code in all material respects. The transaction would be conditioned on customary due diligence and regulatory approvals. As noted earlier, Barbican’s controlling shareholders fully support the Transaction and plan to remain long-term shareholders in the combined company.
We urge the Omega Board to immediately engage with Barbican management with the goal of completing a merger that will create significant value for all shareholders.
Barbican and Carlson, together with their advisors, will commit all the resources necessary to complete the transaction as swiftly as possible. We request that the Omega Board make a similar commitment for the future of the company and the benefit of its shareholders.
Yours truly,
Clint D. Carlson
David Reeves
Chief Investment Officer
Chief Executive
Carlson Capital, L.P.
Barbican Group Holdings
