HAMILTON, Bermuda, Sept. 19, 2017 /PRNewswire/ -- White Mountains
Insurance Group, Ltd. (NYSE: WTM) announced today the final results
of its "modified Dutch auction" tender offer. The tender offer
expired at 12:00 midnight, New York
City time, at the end of the day on September 14, 2017.
Based on the final count by the depositary for the tender offer,
718,971 shares were properly tendered and not properly withdrawn at
or below the final purchase price of $875 per share.
The tender offer was oversubscribed. Pursuant to the terms of
the tender offer, the Company has purchased 586,732 shares at the
final purchase price of $875 per
share on a pro rata basis, except for tenders of odd lots, which
have been accepted in full, for a total cost of approximately
$513.4 million, excluding fees and
expenses related to the tender offer. White Mountains has
determined that the proration factor for the tender offer, after
giving effect to the priority of the odd lots, is approximately
81.4%. The shares purchased in the tender offer represent
approximately 13.5% of White Mountains's shares outstanding as of
August 16, 2017.
Payment for the shares purchased under the tender offer will be
made promptly, and all shares tendered and not purchased will be
returned promptly to shareholders.
The Company expects to have 3,750,081 common shares outstanding
as of the time immediately following payment for the accepted
shares.
Shareholders who have questions or would like additional
information about the tender offer may contact the information
agent for the tender offer, D.F.
King & Co., at (800) 893-5865 (toll free) or by email at
wtm@dfking.com. The dealer managers for the tender offer were
Barclays Capital Inc. and J.P. Morgan Securities LLC.
White Mountains is traded on the New York Stock Exchange under
the symbol "WTM" and the Bermuda Stock Exchange under the symbol
"WTM-BH".
FORWARD-LOOKING STATEMENTS
This press release may contain "forward-looking statements".
All statements, other than statements of historical facts, included
or referenced in this press release which address activities,
events or developments which White Mountains expects or anticipates
will or may occur in the future are forward-looking statements. The
words "will", "believe", "intend", "expect", "anticipate",
"project", "estimate", "predict" and similar expressions are also
intended to identify forward-looking statements. These
forward-looking statements include, among others, statements with
respect to White Mountains's:
- change in adjusted book value per share or return on
equity;
- business strategy;
- financial and operating targets or plans;
- incurred loss and loss adjustment expenses and the adequacy
of its loss and loss adjustment expense reserves and related
reinsurance;
- projections of revenues, income (or loss), earnings (or
loss) per share, dividends, market share or other financial
forecasts;
- expansion and growth of its business and operations;
and
- future capital expenditures.
These statements are based on certain assumptions and
analyses made by White Mountains in light of its experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors believed to be
appropriate in the circumstances. However, whether actual results
and developments will conform with its expectations and predictions
is subject to a number of risks and uncertainties that could cause
actual results to differ materially from expectations,
including:
- the risk that OneBeacon's proposed merger with Intact
Financial Corporation (the "OneBeacon Transaction") may not be
completed on the currently contemplated timeline or at
all;
- the possibility that any or all of the various conditions to
the consummation of the OneBeacon Transaction may not be satisfied
or waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such
approvals);
- the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement
dated May 2, 2017, among OneBeacon,
Intact Financial Corporation and the other parties thereto (the
"Merger Agreement"), including in circumstances which would require
OneBeacon to pay a termination fee or other expenses;
- risks related to diverting management's attention from White
Mountains's or OneBeacon's ongoing business operations and other
risks related to the announcement or pendency of the OneBeacon
Transaction, including on White Mountains's or OneBeacon's ability
to retain and hire key personnel, their ability to maintain
relationships with its customers, policyholders, brokers, service
providers and others with whom they do business and their operating
results and business generally;
- the risk that shareholder litigation in connection with the
transactions contemplated by the Merger Agreement may result in
significant costs of defense, indemnification and
liability;
- the risks that are described from time to time in White
Mountains's filings with the Securities and Exchange Commission,
including but not limited to White Mountains's Annual Report on
Form 10-K for the fiscal year ended December
31, 2016 filed February 27,
2017;
- claims arising from catastrophic events, such as hurricanes,
earthquakes, floods, fires, terrorist attacks or severe winter
weather;
- the continued availability of capital and
financing;
- general economic, market or business conditions;
- business opportunities (or lack thereof) that may be
presented to it and pursued;
- competitive forces, including the conduct of other property
and casualty insurers and reinsurers;
- changes in domestic or foreign laws or regulations, or their
interpretation, applicable to White Mountains, its competitors or
its customers;
- an economic downturn or other economic conditions adversely
affecting its financial position;
- recorded loss reserves subsequently proving to have been
inadequate;
- actions taken by ratings agencies from time to time, such as
financial strength or credit ratings downgrades or placing ratings
on negative watch; and
- other factors, most of which are beyond White Mountains's
control.
Consequently, all of the 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 White Mountains will be realized or,
even if substantially realized, that they will have the expected
consequences to, or effects on, White Mountains or its business or
operations. Except for our obligations under Rule
13e-4(c)(3) and Rule 13e-4(e)(3) of the Exchange Act to disclose
any material changes in the information previously disclosed to
shareholders or as otherwise required by law, the Company assumes
no obligation to publicly update any such forward-looking
statements, whether as a result of new information, future events
or otherwise.
CONTACT:
Todd Pozefsky
(203) 458-5807
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SOURCE White Mountains Insurance Group, Ltd.