Sirius International Insurance Group, Ltd., the Bermuda-based re/insurer, plans to become a publicly listed company, trading on Nasdaq, after a planned merger with Easterly Acquisition Corp.
Under the terms of the merger agreement, Easterly would merge with a subsidiary of Sirius Group and become a wholly owned subsidiary of Sirius Group.
Upon the closing of the merger, Easterly’s common stock would be exchanged for Sirius Group’s common shares at a price of 1.05x Sirius Group’s pro forma diluted GAAP book value per share as of June 30, 2018. The proposed all-stock transaction is expected to yield a combined entity with a pro forma market capitalization of approximately $2.2 billion at closing, with current Easterly stockholders owning approximately 7 percent of the company.
Easterly Acquisition Corp. is a special purpose acquisition company sponsored by Easterly Acquisition Sponsor, an affiliate of private asset management holding company Easterly LLC, which is a private asset management holding company with interests in boutique investment management firms.
“We are pleased to become a public company though our partnership with Easterly,” said Allan Waters, president, CEO and chairman of Sirius Group. “Access to the public equity markets will facilitate and accelerate our future growth via M&A transactions and organically.”
“We are excited to bring a company of the scale and stature of Sirius into the public markets,” said Avshalom Kalichstein, CEO of Easterly. “We believe this transaction will offer tremendous value to our shareholders.”
Easterly has scheduled a special meeting of its stockholders for June 28, 2018 to approve an extension of time to complete a business combination through November 30, 2018. Sirius Group has agreed to lend to Easterly $0.03 per month through the extension period for each public share that is not redeemed at Easterly’s upcoming special meeting.
With operating companies in Bermuda, Stockholm, New York and London, Sirius Group’s global branch network provides multi-line insurance and reinsurance in over 140 countries. The company wrote gross written premiums of $1.4 billion in 2017. Sirius Group’s principal equity holder is Singapore-based CMIG International Holding Pte. Ltd., which acquired Sirius from White Mountains Insurance Group, Ltd. in April 2016.
Source: Sirius International Insurance Group
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