Argo Group International Holdings, Ltd. (NYSE: ARGO) (“Argo” or
the “Company”) today announced that its board of directors has
initiated an exploration of strategic alternatives. As part of this
process, the board will consider a wide range of options for the
company including, among other things, a potential sale, merger or
other strategic transaction.
“Over the last year, Argo’s board of directors and executive
leadership team have taken decisive actions to strengthen the
company by pursuing profitable growth, reducing volatility and
employing disciplined expense management,” said Thomas Bradley,
chairman of the board of directors. “The board believes now is an
opportune time to explore a range of potential strategic
alternatives to maximize shareholder value.”
The board also announced the postponement of Argo’s 2022 annual
general meeting of shareholders (the “annual meeting”) until the
second half of this year. The board believes it is in the best
interests of all shareholders for the company to conduct a
strategic review process prior to holding the annual meeting.
There can be no assurance that this process will result in the
company pursuing a particular transaction or other strategic
outcome. Argo has not set a timetable for completion of this
process, and it does not intend to disclose further developments
unless and until it determines that further disclosure is
appropriate or necessary.
Argo has retained Goldman Sachs & Co. LLC as its financial
advisor and Skadden, Arps, Slate, Meagher & Flom LLP as its
legal counsel to assist in the review process.
ABOUT ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
Argo Group International Holdings, Ltd. (NYSE: ARGO) is an
underwriter of specialty insurance products in the property and
casualty market. Argo offers a full line of products and services
designed to meet the unique coverage and claims-handling needs of
businesses in two primary segments: U.S. Operations and
International Operations. Argo and its insurance subsidiaries are
rated ‛A-’ by Standard and Poor’s. Argo’s insurance subsidiaries
are rated ‛A-’ by A.M. Best. More information on Argo and its
subsidiaries is available at www.argogroup.com.
FORWARD-LOOKING STATEMENTS
This press release and related oral statements may include
forward-looking statements that reflect our current views with
respect to future events and financial performance. Forward-looking
statements include all statements that do not relate solely to
historical or current facts, and can be identified by the use of
words such as “expect,” “intend,” “plan,” “believe,” “continued,”
“do not believe,” “aim,” “project,” “anticipate,” “seek,” “will,”
“likely,” “assume,” “estimate,” “may,” “continue,” “guidance,”
“growth,” “objective,” “remain optimistic,” “improve,” “progress,”
“path toward,” “outlook,” “trends,” “future,” “could,” “would,”
“should,” “target,” “on track” and similar expressions of a future
or forward-looking nature.
Such statements are subject to certain risks and uncertainties
that could cause actual events or results to not occur or differ
materially. For a more detailed discussion of such risks and
uncertainties, see Item 1A, “Risk Factors” in Argo’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 and in
other filings with the Securities and Exchange Commission (the
“SEC”). The inclusion of a forward-looking statement herein should
not be regarded as a representation by Argo that Argo’s objectives
will be achieved. Any forward-looking statements speak only as of
the date of this press release. Argo undertakes no obligation to
publicly update forward-looking statements, whether as a result of
new information, future events or otherwise. You should not place
undue reliance on any such statements.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
Argo plans to file a proxy statement (the “2022 Proxy
Statement”) with the SEC in connection with the solicitation of
proxies for the Annual Meeting, together with a BLUE proxy card.
SHAREHOLDERS ARE URGED TO READ THE 2022 PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT ARGO FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Shareholders will be able to obtain, free of charge, copies of
the 2022 Proxy Statement, any amendments or supplements thereto and
any other documents (including the BLUE proxy card) when filed by
Argo with the SEC in connection with the Annual Meeting at the
SEC’s website (http://www.sec.gov), at Argo’s website
(https://www.argolimited.com/investors) or by contacting Innisfree
M&A Incorporated by phone at (888) 750-5834, by email at
info@innisfreema.com or by mail at 501 Madison Avenue, 20th Floor,
New York, NY 10022.
PARTICIPANTS IN THE SOLICITATION
Argo, its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of
proxies from shareholders in connection with the Annual Meeting.
Additional information regarding the identity of these potential
participants, none of whom owns in excess of one percent (1%) of
Argo’s shares, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the 2022 Proxy
Statement and other materials to be filed with the SEC in
connection with the Annual Meeting. Information relating to the
foregoing can also be found in Argo’s definitive proxy statement
for its 2021 annual general meeting of shareholders (the “2021
Proxy Statement”), filed with the SEC on March 25, 2021. To the
extent holdings of Argo’s securities by such potential participants
(or the identity of such participants) have changed since the
information printed in the 2021 Proxy Statement, such information
has been or will be reflected on Statements of Ownership and Change
in Ownership on Forms 3 and 4 filed with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20220428005690/en/
Investors: Gregory Charpentier AVP, Investor Relations and
Corporate Finance 978-387-4150
gregory.charpentier@argogroupus.com
Media: David Snowden Senior Vice President, Communications
210-321-2104 david.snowden@argogroupus.com
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