James River Granted Motion Ordering Fleming to Complete its Pending Acquisition of JRG Re
08 April 2024 - 9:00PM
James River Group Holdings, Ltd. (“James River” or the “Company”)
(NASDAQ: JRVR) announced that the Supreme Court, New York County,
Commercial Division (the “Court”) granted the Company’s request for
a preliminary injunction against Fleming Intermediate Holdings
(“Fleming”), a portfolio company of private equity sponsor Altamont
Capital Partners, ordering Fleming to complete its acquisition of
JRG Reinsurance Company Ltd. (“JRG Re”) on or prior to April 16,
2024.
Frank D’Orazio, the Company’s Chief Executive
Officer, commented, “We are pleased that the Court has granted
James River’s request for a preliminary injunction, compelling
Fleming to complete the acquisition of JRG Re in accordance with
the Stock Purchase Agreement that the parties negotiated together
and executed on November 8, 2023. We look forward to finalizing the
transaction.”
About James River Group Holdings,
Ltd.James River Group Holdings, Ltd. is a Bermuda-based
insurance holding company that owns and operates a group of
specialty insurance companies. The Company operates in two
specialty property-casualty insurance segments: Excess and Surplus
Lines and Specialty Admitted Insurance. Each of the Company’s
regulated U.S. insurance subsidiaries are rated “A-” (Excellent) by
A.M. Best Company. Visit James River Group Holdings, Ltd. on the
web at www.jrvrgroup.com.
James River Investor Contact:Brett
ShirreffsSVP, Finance, Investments and Investor Relations(919)
980-0524Investors@jrvrgroup.com
James River Media Contact:Adam Pollack /
Kaitlin Kikalo / Michael Reilly Joele Frank, Wilkinson Brimmer
Katcher+1-212-355-4449
Forward-Looking StatementsThis press release
contains forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. In some cases,
such forward-looking statements may be identified by terms such as
believe, expect, seek, may, will, should, intend, project,
anticipate, plan, estimate, guidance or similar words.
Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. Although it is not possible to identify
all of these risks and uncertainties, they include, among others,
the following: the inherent uncertainty of litigation and the
potential failure to ultimately prevail if the preliminary
injunction ordering Fleming Intermediate Holdings to complete its
acquisition of JRG Reinsurance Company Ltd. is appealed; the timing
of the, or the potential failure to, close the sale by the Company
of the common shares of JRG Re announced on November 8, 2023; the
inherent uncertainty of estimating reserves and the possibility
that incurred losses may be greater than our loss and loss
adjustment expense reserves; inaccurate estimates and judgments in
our risk management may expose us to greater risks than intended;
downgrades in the financial strength rating or outlook of our
regulated insurance subsidiaries impacting our ability to attract
and retain insurance business that our subsidiaries write, our
competitive position, and our financial condition; potential
uncertainty regarding the outcome of our exploration of strategic
alternatives, and the impacts that it may have on our business; the
potential loss of key members of our management team or key
employees and our ability to attract and retain personnel; adverse
economic factors resulting in the sale of fewer policies than
expected or an increase in the frequency or severity of claims, or
both; the impact of a persistent high inflationary environment on
our reserves, the values of our investments and investment returns,
and our compensation expenses; exposure to credit risk, interest
rate risk and other market risk in our investment portfolio;
reliance on a select group of brokers and agents for a significant
portion of our business and the impact of our potential failure to
maintain such relationships; reliance on a select group of
customers for a significant portion of our business and the impact
of our potential failure to maintain, or decision to terminate,
such relationships; our ability to obtain reinsurance coverage at
prices and on terms that allow us to transfer risk, adequately
protect our company against financial loss and that supports our
growth plans; losses resulting from reinsurance counterparties
failing to pay us on reinsurance claims, insurance companies with
whom we have a fronting arrangement failing to pay us for claims,
or a former customer with whom we have an indemnification
arrangement failing to perform its reimbursement obligations, and
our potential inability to demand or maintain adequate collateral
to mitigate such risks; inadequacy of premiums we charge to
compensate us for our losses incurred; changes in laws or
government regulation, including tax or insurance law and
regulations; changes in U.S. tax laws (including associated
regulations) and the interpretation of certain provisions
applicable to insurance/reinsurance businesses with U.S. and
non-U.S. operations, which may be retroactive and could have a
significant effect on us including, among other things, by
potentially increasing our tax rate, as well as on our
shareholders; in the event we do not qualify for the insurance
company exception to the passive foreign investment company
(“PFIC”) rules and are therefore considered a PFIC, there could be
material adverse tax consequences to an investor that is subject to
U.S. federal income taxation; the Company or any of its foreign
subsidiaries becoming subject to U.S. federal income taxation; a
failure of any of the loss limitations or exclusions we utilize to
shield us from unanticipated financial losses or legal exposures,
or other liabilities; losses from catastrophic events, such as
natural disasters and terrorist acts, which substantially exceed
our expectations and/or exceed the amount of reinsurance we have
purchased to protect us from such events; potential effects on our
business of emerging claim and coverage issues; the potential
impact of internal or external fraud, operational errors, systems
malfunctions or cyber security incidents; our ability to manage our
growth effectively; failure to maintain effective internal controls
in accordance with the Sarbanes-Oxley Act of 2002, as amended
(“Sarbanes-Oxley”); changes in our financial condition, regulations
or other factors that may restrict our subsidiaries; ability to pay
us dividends; and an adverse result in any litigation or legal
proceedings we are or may become subject to. Additional information
about these risks and uncertainties, as well as others that may
cause actual results to differ materially from those in the
forward-looking statements, is contained in our filings with the
U.S. Securities and Exchange Commission ("SEC"), including our most
recently filed Annual Report on Form 10-K. These forward-looking
statements speak only as of the date of this release and the
Company does not undertake any obligation to update or revise any
forward-looking information to reflect changes in assumptions, the
occurrence of unanticipated events, or otherwise.
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