AmTrust stockholders approve amended merger transaction
AmTrust Stockholders to Receive $14.75 Per Share in Cash
Transaction Expected to Close in Second Half of 2018
AmTrust Financial Services, Inc. announced (21st June 2018) that, based on a certified vote tally from the Special Meeting held today, AmTrust stockholders have approved the proposed amended merger transaction in which Evergreen Parent, L.P., an entity formed by private equity funds managed by Stone Point Capital LLC ("Stone Point"), together with Barry Zyskind, Chairman and CEO of AmTrust, George Karfunkel and Leah Karfunkel (collectively, the "Karfunkel-Zyskind Family"), will acquire the approximately 45% of the Company's issued and outstanding common shares that the Karfunkel-Zyskind Family and certain of its affiliates and related parties do not presently own or control.
In connection with the transaction, AmTrust stockholders will receive $14.75 in cash for each share of AmTrust common stock they own. The transaction values the fully diluted equity of the Company at approximately $2.95 billion, excluding the Company's outstanding preferred stock. The transaction is expected to close during the second half of 2018, subject to the satisfaction of customary closing conditions, including approval by regulatory authorities.
Barry Zyskind, Chairman and CEO of AmTrust, said, "We are pleased with the outcome of today's vote. In addition to maximizing value for our public stockholders, this transaction provides AmTrust with a strong partner in Stone Point. Together, as a private company, we will continue to serve our clients, agents, partners and policyholders with a focus on initiatives that will help them achieve success.
"I would like to thank our approximately 8,000 global employees who, throughout this process, have remained focused on serving our policyholders with best-in-class dedication and service. As our company continues to innovate and drive toward operational excellence, our team members will be AmTrust's most valuable engine in achieving our long-term objectives."
Jim Carey, Senior Principal of Stone Point Capital, said, "Stone Point is excited to partner alongside the Karfunkel-Zyskind family and AmTrust's management team. We look forward to working closely with management to help them drive their current operational initiatives and ultimately capitalize on the longer-term opportunities for the business."
Donald DeCarlo, Chairman of the Special Committee of the AmTrust Board of Directors, said, "The amended transaction follows significant engagement with our public stockholders, and is consistent with our commitment to maximize value for our public stockholders. I want to thank my fellow Committee members and the entire Board for their diligent and tireless efforts on behalf of AmTrust stockholders, and the stockholders themselves for the careful consideration they gave to this important matter."
The final vote certified by the independent inspector of election showed that 156,673,970 shares, or 79.8% of the outstanding common stock, representing 92.6% of the shares voted, were cast in favor of the merger.
With respect to the Public Stockholders, 55,116,675 shares, or 67.4% of the total public stock outstanding, representing 81.5% of the public shares voted at the Special Meeting, were cast in favor of the merger.
The vote was certified by the independent Inspector of Elections, First Coast Results, Inc., and will be filed with the Securities and Exchange Commission on a Form 8-K.
AmTrust International (AI), the global insurance operation of AmTrust Financial Services Inc, comprise of four regulated companies – AmTrust Europe Limited, AmTrust at Lloyd’s Limited, Car Care Plan and AmTrust International Underwriters Designated Activity Company.
Since its founding year in 2003, AI have significantly expanded into Europe, Asia and South America and today employ more than 1200 staff in 26 locations.
Delivering bespoke insurance solutions around the world, backed by outstanding service, AmTrust International have the knowledge, skills, financial strength, technology and global licences to provide a comprehensive range of risk solutions worldwide.
Rated “A” Excellent by A.M.Best and with a Lloyd’s of London platform backed by the Lloyd’s of London chain of security, the underwriting entities within AmTrust International have the strength and the resources to support your business for the long term.
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