James River Group, Inc. reports it has scheduled a Nov. 6 stockholders meeting to vote on the proposed sale of the company.
Bermuda-based investment manager D. E. Shaw wants to acquire the North Carolina- based excess and surplus and workers’ compensation insurer for $34.50 per share in cash in a transaction with a total equity value of approximately $575 million.
The transaction is expected to be completed in the second half of 2007, subject to receipt of stockholder approval and regulatory approvals, as well as other customary closing conditions.
According to the parties, the transaction is not subject to a financing condition and equity commitments for the full amount of the merger consideration have been received from affiliates of the D. E. Shaw group. James River intends to continue to pay regular quarterly cash dividends until the completion of the transaction.
The board of directors of James River has already unanimously approved the merger agreement.
Under the terms of the merger agreement, James River was able to solicit superior proposals from third parties up until Aug. 5. James River may, at any time prior to receipt of stockholder approval, respond to unsolicited proposals.
J. Adam Abram, president and chief executive officer of James River, said he anticipates that a new Bermuda-based reinsurance company will be added to James River after the transaction is completed. “The inclusion of this entity, and the additional capital associated with it, will add to our group’s capabilities as well as our financial strength,” Abram said when the sale was proposed in June.
Dick Wright, chairman of the board of James River, noted that the offer is 90 percent above the price at which the firm’s common stock was first offered to the public less than two years ago.
James River Group, Inc. is an insurance holding company that owns specialty property/casualty insurance companies. Founded in September 2002, it currently underwrites excess and surplus lines in 48 states and the District of Columbia and workers’ compensation, primarily for the residential construction industry in North Carolina and Virginia.
The D. E. Shaw group is a global investment and technology development firm with approximately $30 billion in aggregate investment capital. It has offices in North America, Europe and Asia.
Source: James River Group
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