Independence Holding Company Receives Preliminary Non-Binding Going-Private Offer
30 August 2021 - 10:27PM
Independence Holding Company (NYSE:IHC) today announced that its
Board of Directors received a preliminary, non-binding offer from
Geneve Holdings, Inc., which through its wholly-owned subsidiaries
(collectively, “Geneve”) hold an aggregate of approximately 62.5%
of the issued and outstanding shares of common stock of the Company
(the “Common Stock”), to acquire all of the outstanding shares of
Common Stock that are not already beneficially owned by Geneve in a
going-private transaction (the “Transaction”). Geneve’s proposed
purchase price is $50 per share, payable in cash. The offer letter
delivered by Geneve to the Board of Directors is publicly available
in the Schedule 13D amendment filed today by Geneve with the
Securities and Exchange Commission.
The Board of Directors of the Company formed a
Special Committee of independent directors to consider the proposal
and to review, evaluate, negotiate and approve or disapprove the
proposal and alternatives. The consummation of the Transaction is
conditioned upon the approval of the Transaction by the Special
Committee and by the stockholders of the Company that hold in the
aggregate a majority of the outstanding shares of Common Stock that
are not held by Geneve and its affiliates and related parties. The
consummation of the Transaction is also conditioned upon the
consummation of the pending sales of Independence American Holdings
Corp. and Standard Security Life Insurance Company of New York.
No decision has yet been made with respect to
the Company's response to the proposal or any alternatives thereto.
The Board of Directors of the Company cautions that it has only
received a proposal, which does not constitute an offer or proposal
capable of acceptance and may be withdrawn at any time and in any
manner. There can be no assurance that any definitive offer will be
made, that any agreement will be executed or that the transaction
proposed in the proposal or any other transaction will be approved
or completed.
The Company is not obligated to disclose any
further developments or updates on the progress of the proposed
transaction until either the Company enters into a definitive
agreement or the Special Committee determines no such transaction
will be approved.
About Independence Holding
Company
Independence Holding Company (NYSE: IHC),
through our current subsidiaries, underwrites and distributes
health, group disability and life, New York State DBL and paid
family leave, and pet insurance. IHC underwrites policies in all 50
states, Washington D.C., Puerto Rico and the U.S. Virgin Islands
through our three carriers: Independence American Insurance
Company, Standard Security Life Insurance Company of New York
(“Standard Security Life”) and Madison National Life Insurance
Company, Inc. (“Madison National Life”). We also distribute
products nationally through multiple channels, including our
agencies, call centers, advisors, direct and affinity
relationships, Web Broker, and web properties, including
www.healthedeals.com; www.healthinsurance.org;
www.medicareresources.org; www.petplace.com; and www.inxscloud.com.
As previously announced, IHC has entered into stock purchase
agreements to sell all of the issued and outstanding capital stock
of Standard Security Life, Madison National Life and Independence
American Holdings Corp., which includes Independence American
Insurance Company and the remaining assets of IHC’s pet business,
each subject to regulatory approval. To learn more, visit
https://ihcgroup.com/.
Forward-looking Statements
Certain statements and information contained in
this release may be considered “forward-looking statements,” such
as statements relating to management's views with respect to future
events and financial performance. Forward –looking statements
can be identified by words such as “anticipates,” “intends,”
“plans.” “believes,” “estimates,” “expects” and similar references
to future periods. Such forward-looking statements are subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from historical experience or from
future results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but
are not limited to, those relating to whether any definitive offer
will be made, whether the definitive offer will be accepted and
approved, whether any agreement will be executed, or whether this
or any other transaction will be consummated. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes, including, but not
limited to, economic conditions in the markets in which IHC
operates, new federal or state governmental regulation, IHC’s
ability to effectively operate, integrate and leverage any past or
future strategic acquisition, and other factors which can be found
in IHC’s other news releases and filings with the Securities and
Exchange Commission. Forward-looking statements in this press
release speak only as of the date on which it is made. IHC
expressly disclaims any duty to publicly update its forward-looking
statements in this press release or with respect to the
announcements described herein, unless required by applicable
law.
CONTACT: Loan
Nisser(646)
509-2107www.IHCGroup.com
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