Max and Harbor Point Shareholders Overwhelmingly Approve Merger of Equals
30 April 2010 - 1:00AM
Business Wire
Max Capital Group Ltd. (NASDAQ: MXGL; BSX: MXGL BH) ("Max") and
Harbor Point Limited, a privately held company ("Harbor Point"),
today announced that their respective shareholders have voted in
favor of all proposals necessary to consummate a merger of equals
of Max and Harbor Point. Completion of the transaction is
contingent upon regulatory approvals and certain customary
conditions and is expected to occur in the second quarter of
2010.
Upon closing, the combined company will be renamed and rebranded
as Alterra Capital Holdings Limited ("Alterra") and will trade on
the NASDAQ Global Select market under the symbol ALTE and on the
Bermuda Stock Exchange under the symbol ALTE.BH.
Pursuant to the terms of the amalgamation agreement, holders of
Harbor Point common shares will receive a fixed exchange ratio of
3.7769 Max common shares for each Harbor Point common share. In
addition, both Max and Harbor Point intend for the Alterra board of
directors to declare a special cash dividend of $2.50 per share
following closing to all shareholders of Alterra (approximately
$300 million in total).
Following the close of the transaction, W. Marston (Marty)
Becker, Chairman and Chief Executive Officer of Max will become
President and Chief Executive Officer of Alterra and serve as a
member of Alterra’s board of directors, while John R. Berger,
Director, Chief Executive Officer and President of Harbor Point
will become Chief Executive Officer of Reinsurance for Alterra and
Vice Chairman of Alterra’s board. Mr. Berger will also chair the
board's underwriting committee. Michael O’Reilly, Chairman of
Harbor Point’s board of directors and former Vice Chairman and
Chief Financial Officer of The Chubb Corporation, will become
Alterra’s non-executive Chairman.
Mr. Becker said, "We are delighted that both Max and Harbor
Point shareholders have recognized the significant benefits of
bringing together these two great companies. We believe that
Alterra will come out of the gate as a dynamic, financially strong,
global company with approximately $3 billion of capital, and
established and profitable insurance and reinsurance underwriting
platforms in major markets worldwide. With this firm foundation, we
will be well positioned to grow our company opportunistically, and
will have greater flexibility to manage capital with a view to
providing shareholders with enhanced returns.”
Mr. Berger said, "With shareholder approvals now received, we
are close to making our shared vision for Alterra a reality. We
expect that, upon closing, Alterra will be ready to integrate
quickly and provide seamlessly the same first class service and
balanced risk-taking that our clients and business partners have
come to expect."
Additional information about the amalgamation, including the
March 3, 2010 announcement press release and a related investor
presentation, are posted on the websites of Max and Harbor Point,
at www.maxcapgroup.com and www.harborpoint.com, respectively.
About Max Capital Group Ltd.
Operating from offices in Bermuda, Ireland, the U.S., Latin
America, and at Lloyd's, Max Capital Group Ltd. is a global
enterprise dedicated to providing diversified specialty insurance
and reinsurance products to corporations, public entities, property
and casualty insurers, and life and health insurers.
About Harbor Point Limited
Harbor Point Limited is a Bermuda-based holding company with
property and casualty reinsurance operations in Bermuda, the U.S.
and the UK.
Cautionary Note Regarding Forward-Looking Statements
This press release may include forward-looking statements, with
respect to Max and Harbor Point and their industry, that reflect
its current views with respect to future events and financial
performance. Statements that include the words “expect,” “intend,”
“plan,” “believe,” “project,” “anticipate,” “will,” “may” and
similar statements of a future or forward-looking nature identify
forward-looking statements. All forward-looking statements address
matters that involve risks and uncertainties. Accordingly, there
are or will be important factors that could cause actual results to
differ materially from those indicated in such statements and you
should not place undue reliance on any such statements.
Max and Harbor Point believe that these factors include, but are
not limited to, the following: (1) the adequacy of loss reserves
and the need to adjust such reserves as claims develop over time;
(2) the failure of any of the loss limitation methods employed; (3)
the effects of emerging claims and coverage issues; (4) changes in
general economic conditions, including changes in capital and
credit markets; (5) the effect of competition and cyclical trends,
including with respect to demand and pricing in the insurance and
reinsurance markets; (6) any lowering or loss of financial ratings;
(7) the occurrence of natural or man-made catastrophic events with
a frequency or severity exceeding expectations; (8) the loss of
business provided to Max or Harbor Point by their major brokers;
(9) the effect on each of Max’s and Harbor Point’s investment
portfolio of changing financial market conditions including
inflation, interest rates, liquidity and other factors; (10) tax
and regulatory changes and conditions; (11) the integration of Max
and Harbor Point or new business ventures Max may enter into; and
(12) retention of key personnel, as well as management’s response
to any of the aforementioned factors.
The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included herein and elsewhere,
including the Risk Factors included in Max’s most recent reports on
Form 10-K and Form 10-Q and other documents on file with the
Securities and Exchange Commission. Any forward-looking statements
made in this press release are qualified by these cautionary
statements, and there can be no assurance that the actual results
or developments anticipated by Max or Harbor Point will be realized
or, even if substantially realized, that they will have the
expected consequences to, or effects on, Max, Harbor Point or their
business or operations. Neither Max nor Harbor Point undertakes any
obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise.
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