HONG KONG and SOUTHFIELD, Mich., Dec.
30, 2014 /PRNewswire/ -- Fosun International Limited
(HKEx stock code: 00656, together with its subsidiaries, "Fosun")
and Meadowbrook Insurance Group, Inc. (NYSE: MIG) ("Meadowbrook"),
today announced that they have entered into a definitive agreement
under which Fosun will acquire Meadowbrook for US$8.65 per share in cash, representing an
aggregate transaction value of approximately US$433 million.
The transaction follows a thorough review of strategic
alternatives by the Meadowbrook board of directors and represents a
24% premium over Meadowbrook's closing price on December 29, 2014 and a premium of 39% to
Meadowbrook's three-month average closing price for the period
ending December 29, 2014. The
transaction also represents a multiple of approximately 1.04x
Meadowbrook's tangible book value per share as of September 30, 2014.
Fosun is a leading investment group headquartered in
Shanghai, China with over
$50 billion in total assets and
operations around the world. The acquisition of Meadowbrook
will enable Fosun to establish a significant presence in the U.S.
P&C market. Currently, Fosun has more than one third of
its total assets invested in insurance businesses around the world,
including investments in Yong'an P&C Insurance, Pramerica Fosun
Life Insurance and Peak Reinsurance, as well as Fidelidade Group,
Portugal's largest insurance
company. Fosun's most recent investment in the insurance
sector was an acquisition of a 20% equity interest in Ironshore
Inc. in August 2014.
Guo Guangchang, Chairman of Fosun, said, "This transaction
allows Fosun to establish a presence in the important U.S. P&C
market, consistent with our strategy of expanding our core
insurance business. Meadowbrook has a talented employee base,
comprehensive offering of high-quality specialty insurance
products, robust distribution network and a strong commitment to
meeting the evolving needs of its policyholders. The
transaction represents another milestone for Fosun and will enable
Fosun to further strengthen its insurance-oriented comprehensive
financial capabilities."
Robert S. Cubbin, President and
Chief Executive Officer of Meadowbrook, said, "Combining with Fosun
further strengthens our capital base as we continue to focus on
supporting the needs of our customers, partners and policyholders,
improving our underwriting performance and driving
profitability."
Mr. Cubbin continued, "This transaction is the culmination of a
thorough strategic review process to maximize shareholder
value. We believe this is a positive outcome for our
shareholders, who will receive significant value; our employees,
who will benefit from enhanced opportunities as part of a larger,
global organization; and our customers, partners and policyholders,
who will benefit from an even stronger specialty risk, insurance
and service provider."
The transaction has been unanimously approved by all of the
directors of the Meadowbrook board of directors present at the
meeting and has been unanimously approved by the Fosun board of
directors. Following the closing of the transaction, which is
expected in the second half of 2015, Meadowbrook will continue to
maintain its headquarters in Southfield,
Michigan and will operate under the Meadowbrook brand
name. The transaction is subject to the approval of
Meadowbrook's shareholders as well as regulatory approvals and the
satisfaction of other specified closing conditions.
KPMG, Towers Watson Delaware and PricewaterhouseCoopers are
acting as advisors of finance, actuary and tax, respectively, to
Fosun. DLA Piper LLP is acting as legal advisor to
Fosun. Willis Capital Markets & Advisory is acting as
exclusive financial advisor and Sidley Austin LLP is acting as
legal counsel to Meadowbrook in connection with the
transaction.
About Fosun International Limited
Fosun was founded in 1992 in Shanghai. Fosun International Limited
(00656.HK) was listed on the Main Board of The Stock Exchange of
Hong Kong Limited on 16 July 2007.
Today, Fosun has established four business engines comprising
"insurance, industrial operations, investment and asset
management". It strives to become a world-class investment group
underpinned by the twin drivers of "insurance-oriented
comprehensive financial capability" and "industrial-rooted global
investment capability". It is dedicated to applying the value
investing principle to its investment model of "Combining China's
Growth Momentum with Global Resources". For more information,
please visit www.fosun.com.
About Meadowbrook Insurance Group
Meadowbrook Insurance Group, Inc., based in Southfield, Michigan, is a leader in the
specialty program management market. Meadowbrook includes several
agencies, claims and loss prevention facilities, self-insured
management organizations and six property and casualty insurance
underwriting companies. Meadowbrook has twenty-eight locations in
the United States. Meadowbrook is
a risk management organization, specializing in specialty risk
management solutions for agents, professional and trade
associations, and small to medium-sized insureds. Meadowbrook
Insurance Group, Inc. common shares are listed on the New York
Stock Exchange under the symbol "MIG". For further information,
please visit Meadowbrook's corporate web site at
www.meadowbrook.com.
Fosun Contacts
Edith Lui / Kate Zhao
Corporate Communications & Marketing Department
(852) 2509 3228 / (1) 646 490 9835
edithlui@fosun.com / katezhao@fosun.com
Meadowbrook Contacts
For Investors:
Karen M. Spaun
Meadowbrook
SVP & Chief Financial Officer
(248) 204-8178
For Media:
Bryan Locke / Jenny Gore
Sard Verbinnen & Co.
312-895-4700
Cautionary Note Regarding Forward-Looking Statements
This communication may include certain statements which
constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These include
statements regarding the intent, belief, or current expectations of
management, including, but not limited to, those statements that
use the words "believes," "expects," "anticipates," "estimates," or
similar expressions. We intend these forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are
subject to a number of risks and uncertainties, many of which are
beyond control of the Company, which could cause actual results to
differ materially from such statements. Risks and
uncertainties relating to the proposed transaction with the Company
include, but are not limited to: the risk that the Company's
shareholders do not approve the transaction; uncertainties as to
the timing of the transaction; the risk that regulatory or other
approvals required for the transaction are not obtained or are
obtained subject to conditions that are not anticipated;
competitive responses to the transaction; litigation relating to
the transaction; disruptions of current plans and operations caused
by the announcement and pendency of the proposed transaction;
potential difficulties in employee retention as a result of the
announcement and pendency of the proposed transaction; disruption
from the proposed transaction making it more difficult to maintain
relationships with agents, wholesalers, suppliers, customers,
policyholders and regulators; and other factors described in the
Company's annual report on Form 10-K for the year ended
December 31, 2013 filed with the U.S.
Securities and Exchange Commission.
Important Additional Information
This communication is being made in respect of the proposed
merger transaction involving Meadowbrook Insurance Group, Inc.
("Meadowbrook") and Fosun International Limited. The proposed
merger will be submitted to the shareholders of Meadowbrook for
their consideration. In connection therewith, Meadowbrook intends
to file relevant materials with the SEC, including a preliminary
proxy statement and a definitive proxy statement. The definitive
proxy statement will be mailed to the shareholders of Meadowbrook.
BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND
SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
shareholders may obtain free copies of the proxy statement, any
amendments or supplements thereto and other documents containing
important information about Meadowbrook, once such documents are
filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by
Meadowbrook will be available free of charge on Meadowbrook's
website via the investor relations section of our website
at www.meadowbrook.com or www.investorcalendar.com under
the heading "Documents and Filings". Shareholders of Meadowbrook
may also obtain a free copy of the definitive proxy statement by
contacting Meadowbrook's Investor Relations Contact, Karen Spaun, at (248) 204-8178.
The Company and certain of its directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive
officers of Meadowbrook is set forth in its proxy statement for its
2014 annual meeting of shareholders, which was filed with the SEC
on April 14, 2014, its annual report
on Form 10-K for the fiscal year ended December 31, 2013,
which was filed with the SEC on March 5,
2014, and in subsequent documents filed with the SEC, each
of which can be obtained free of charge from the sources indicated
above. Other information regarding the participants in the proxy
solicitation of the shareholders of Meadowbrook and a
description of their direct and indirect interests, by share
holdings or otherwise, will be contained in the preliminary and
definitive proxy statements and other relevant materials to be
filed with the SEC when they become available.
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SOURCE Fosun International Limited; Meadowbrook Insurance Group,
Inc.