Hub International has entered a definitive agreement to acquire Kaye Group through a merger transaction. Upon the merger, each holder of Kaye Group shares will receive for each share held US$14, comprised of the following components: US$9.33 in cash; and US$4.67 principal amount of 5 year 8.5 percent subordinate convertible debentures of Hub International.
The debentures are convertible into common shares of Hub International at Cdn$17 per share. Prior to mailing the proxy circular respecting the merger to Kaye Group shareholders, Hub International has the right to amend the merger consideration by replacing any or all of the convertible debentures with an equal amount of cash.
Fairfax Financial Holdings, which currently owns approximately 40 percent of Hub International’s outstanding shares, has committed to support the transaction by agreeing to purchase at least US$35 million principal amount of Hub International convertible debentures bearing the same interest rate and convertible into common shares of Hub International at the same price as the convertible debentures issued as part of the merger.
Subsequent to the transaction, Bruce Guthart, Kaye Group president, chairman and chief executive, will be appointed as a director of Hub and will join Hub International in the role of President, U.S. operations. Mr. Guthart also will reinvest the after tax proceeds from the sale of his Kaye shares in common shares of Hub International.
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