Catlin/Wellington Deal Moves Ahead; Share Offer Now ‘Unconditional’

December 19, 2006

The Bermuda-based Catlin Group announced that its offer for Wellington plc (See IJ web site Oct. 30) “is being declared unconditional as to acceptances and that all required regulatory approvals have been received. All conditions to the Offer have now either been satisfied or waived and the Offer is now wholly unconditional.”

Catlin’s announcement also indicated that “Lloyd’s has approved the cessation of Wellington’s Syndicate 2020. Catlin will accordingly benefit from full ownership of the enlarged capacity of its Syndicate 2003 with effect from 31 December 2006. Approximately 38 percent (by capacity) of the unaligned members of Syndicate 2020 have accepted the all cash compensation offer made to them and 62 percent have accepted the cash and reinsurance option.”

Catlin said that as of Monday, Dec. 18, it has “received valid acceptances from Wellington Shareholders in respect of 433,038,085 Wellington Shares which Catlin will count towards satisfaction of the acceptance condition, representing approximately 85 per cent of Wellington’s existing issued share capital. This total includes acceptances received in respect of 40,000 Wellington Shares (representing approximately 0.01 per cent of Wellington’s existing issued share capital, excluding shares held as treasury shares) which were subject to irrevocable commitments procured by Catlin from the Wellington directors.”

Catlin stressed that the announcement is an official statement of the current position concerning its acquisition of Wellington, and that neither Catlin “nor any of its associates has any outstanding irrevocable commitments or letters of intent in respect of any Wellington Shares,” except as set forth in the bulletin. The announcement also reiterated the terms, conditions and method by which the purchase will be concluded.

Group Chief Executive Stephen Catlin commented: “I am very pleased to announce that Catlin’s offer for Wellington has been declared unconditional. The acquisition creates material benefits for both companies and their shareholders, as well as to clients and brokers. We are now ready to take advantage of the opportunities that the acquisition presents to us. We have done much work since the offer was announced to plan the integration of the two businesses. As a result of that work, we will consolidate our underwriting teams in London this week, and integration planning for other parts of the business is progressing well.”

Source: Catlin

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