Somers Limited Announces Receipt Of Offer
In a filing with the Bermuda Stock Exchange [BSX], Somers Limited announced they received ‘an unsolicited offer from shareholders representing approximately 95% of the Company’s issued share capital.’
The full filing stated: “Somers Limited, a financial services investment holding company, announces that it has received an unsolicited offer from shareholders representing approximately 95% of the Company’s issued share capital [collectively, the “Bidder”] to acquire all of the Company’s issued shares [the “Proposed Transaction”]. If consummated, the Proposed Transaction would result in all shareholders unconnected with the Bidder receiving $21.00 for each share of the Company they own [the “Transaction Consideration”].
“The terms of the Proposed Transaction include that the Company would merge with a to be formed special purpose merger vehicle incorporated by the Bidder, with the Company being the surviving corporation [the “Surviving Corporation”].
“The Transaction Consideration would be payable in the form of a two year loan note to be listed on the Bermuda Stock Exchange with an annual interest rate of 6% [accruing daily] issued to current non-Bidder shareholders by the Surviving Corporation.
“The Company has formed a special committee of two directors independent of the Bidder to assess the Proposed Transaction, including whether or not the Transaction Consideration represents fair value for the Company’s shares.
“At this time, no decision has been made by the Company or the special committee on whether or not to recommend the Proposed Transaction to shareholders. The special committee intends to give careful and urgent consideration to the Proposed Transaction.
“A subsequent announcement will be made once the special committee has decided to support or reject the Proposed Transaction [including if the special committee decides to support the Proposed Transaction on modified terms]. Any Proposed Transaction will be subject to shareholder approval.”
