Independence Holding Company (NYSE: IHC) (the “Company” or “IHC”)
today announced that its Board of Directors has declared a prorated
dividend on the Company’s shares of common stock, contingent upon
the consummation of the merger of Geneve Acquisition Corp., an
indirect wholly-owned subsidiary of Geneve Holdings, Inc.
(“Geneve”), with and into the Company, resulting in the Company
being an indirect wholly-owned subsidiary of Geneve (the “Merger”).
If the requisite stockholder approvals to consummate the Merger are
received at the special meeting of stockholders of the Company to
be held on February 15, 2022 (the “Special Meeting”), the
contingent prorated dividend will be payable in cash to the
Company’s stockholders of record as of the close of business on
February 15, 2022 (the “Record Date”), payable on February 22, 2022
(the “Payment Date”), contingent upon the consummation of the
Merger. If the requisite stockholder approvals to consummate the
Merger are not received at the Special Meeting, the Record Date
will automatically be changed to be the date of the subsequent
special meeting at which the Merger is approved, and the Payment
Date will automatically be changed to the date that is five
business days after such new Record Date, contingent upon the
consummation of the Merger. The amount of the contingent prorated
dividend, on a per share basis, is expected to be $.06 per share,
but the actual amount of the dividend will be based on a formula
equal to (x) $0.44 multiplied by (y) the number of days between,
and including, (i) December 28, 2021, which is the payment date of
the last regular dividend paid by the Company and (ii) the date of
the closing of the Merger, divided by (z) 365.
Because the payment of the dividend is
contingent on the closing of the Merger, shareholders must continue
to hold their shares of common stock through the closing of the
Merger in order to receive the special dividend.
As described in the definitive proxy statement
filed by the Company on January 6, 2022, the Merger requires, among
other things, the approval of both the holders of a majority of the
issued and outstanding shares of the Company’s common stock at the
close of business on January 3, 2022, and the holders of a majority
of the issued and outstanding shares of the Company’s common stock
at the close of business on January 3, 2022 other than shares of
common stock held by Geneve and its wholly-owned subsidiaries or
beneficially owned by any affiliate of Geneve. There can be no
assurance that the Merger will be consummated.
About Independence Holding Company
Independence Holding Company (NYSE: IHC),
through our current subsidiaries, distributes Medicare, life, under
age 65 health (including Affordable Care Act plans), and other
insurance products direct to consumers, via agents and through
affinity partnerships. We sell products nationally through multiple
channels, including digital, call center and advisors, all of which
utilize our CMS-approved Web Broker, www.insxcloud.com. We
provide information and quoting capabilities via our domain
properties
including www.healthinsurance.org; www.medicareresources.org; www.myhealthinsurance.com;
and www.healthedeals.com. To learn more
visit https://ihcgroup.com.Forward-Looking
Statements
This report contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are generally
identified by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these terms or other similar words.
These statements are only predictions and are based largely on
management’s then-current expectations and projections about future
events and financial trends as well as their beliefs and
assumptions. Forward-looking statements are subject to a number of
risks and uncertainties, many of which involve factors or
circumstances that are beyond the Company’s control. Actual results
could differ materially from those stated or implied in
forward-looking statements due to a number of factors, including
but not limited to: (i) risks associated with the ability to obtain
the shareholder approval required to consummate the potential
going-private transaction and the timing of the closing of the
potential going-private transaction, including the risks that a
condition to consummating the transaction would not be satisfied
within the expected timeframe or at all or that the going-private
transaction will not occur; (ii) the outcome of any legal
proceedings that may be instituted against the parties and others
related to the Agreement and Plan of Merger (the “Merger
Agreement”) for the acquisition by Geneve Holdings, Inc.; (iii) the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Merger Agreement,
(iv) unanticipated difficulties or expenditures relating to the
potential going-private transaction, the response of business
partners and competitors to the announcement of the potential
going-private transaction, and/or potential difficulties in
employee retention as a result of the announcement and pendency of
the potential going-private transaction; (v) volatility and
uncertainty in the financial markets and general economic
conditions, which could have an adverse impact on the Company, and
(vi) those risks detailed in the Definitive Proxy Statement and the
Company’s most recent Annual Report on Form 10-K, as amended, and
Quarterly Report on Form 10-Q, and subsequent reports filed with
the Securities and Exchange Commission (“SEC”), as well as other
documents that may be filed by the Company from time to time with
the SEC. Accordingly, forward-looking statements should not be
relied upon as predictions of future events. The Company cannot
ensure that the events and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual
results could differ materially from those projected in the
forward-looking statements. The forward-looking statements made in
this current report relate only to events as of the date on which
the statements are made. Except as required by applicable law or
regulation, the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events except as required by law.
Additional Information about the
Potential Going-Private Transaction and Where to Find
It
In connection with the potential going-private
transaction, the Company has filed relevant materials with the SEC,
including a Definitive Proxy Statement and Rule 13e-3 Transaction
Statement. Copies of the Proxy Statement were also sent on or
around January 10, 2022 to stockholders of record as of January 3,
2022. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ THESE MATERIALS (AS WELL AS AMENDMENTS AND SUPPLEMENTS THERETO
AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE POTENTIAL
GOING-PRIVATE TRANSACTION. The Definitive Proxy Statement and other
relevant materials, and any other documents filed by the Company
with the SEC, may be obtained free of charge at the SEC website at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by the Company by
directing a written request to: Independence Holding Company, 96
Cummings Point Road, Stamford, CT 06902, Attn: Secretary. Investors
and security holders are urged to read the Proxy Statement and the
other relevant materials when they become available before making
any voting decision with respect to the potential going-private
transaction.
This report shall not constitute an offer to
sell or the solicitation of an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
Participants in the
Solicitation
The Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of the Company in connection with the
potential going-private transaction under the rules of the SEC.
Information about the directors and executive officers of the
Company and their ownership of shares of the Company’s common stock
is set forth in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, filed on March 16, 2021, as
amended by Amendment No. 1 to Form 10-K filed on April 30,
2021, and in subsequent documents filed and to be filed with the
SEC, including the Proxy Statement referred to above. Additional
information regarding the persons who may be deemed participants in
the proxy solicitations and a description of their direct and
indirect interests in the potential going-private transaction, by
security holdings or otherwise, are included in the Proxy Statement
and other relevant materials to be filed with the SEC when they
become available. These documents are available free of charge at
the SEC web site (www.sec.gov) and from the Secretary of the
Company at the address described above.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
CONTACT: Loan Nisser(646)
509-2107www.IHCGroup.com
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