American National Announces Proposed Holding Company Reorganization
February 12 2020 - 10:22AM
On February 12, 2020, American National Insurance Company (NASDAQ:
ANAT) (“American National”) announced its pursuit of a holding
company reorganization (the “Reorganization”) that if consummated
would result in American National becoming a direct, wholly-owned
subsidiary of a newly-formed Delaware corporation, American
National Group, Inc. (the “Holding Company”). Subject to
approval of the Reorganization by American National’s stockholders
at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”),
and certain regulatory approvals and other customary conditions,
American National expects that the Reorganization will be completed
this summer.
The directors and executive officers of the Holding Company will
be the same as those for American National and the business
operations will continue from current office locations and
companies. This Reorganization is expected to provide
American National with more strategic and financial flexibility and
will improve its ability to remain a strong, enduring company.
As a result of the Reorganization, the current stockholders of
American National would become stockholders of the Holding Company
with the same number and percentage of shares of the Holding
Company as they held in American National prior to the
Reorganization. The Holding Company’s common stock is expected to
be listed on the NASDAQ Stock Market under the ticker symbol
“ANAT”, the same symbol currently used by American National.
The Reorganization is intended to be a tax-free transaction for
U.S. federal income tax purposes for American National and its
stockholders.
Additional details and information regarding the Reorganization
will be included in a joint proxy statement/prospectus relating to
the Annual Meeting to be mailed to stockholders when
available.
ABOUT AMERICAN NATIONAL
American National is a family of companies that has, on a
consolidated GAAP basis, $28.5 billion in assets, $22.7 billion in
liabilities and $5.8 billion in stockholders’ equity. American
National, founded in 1905 and headquartered in Galveston, Texas,
and its subsidiaries offer a broad portfolio of products and
services, which include life insurance, annuities, property and
casualty insurance, health insurance, credit insurance, and pension
products. The American National companies operate in all 50 states.
Major insurance subsidiaries include American National Life
Insurance Company of Texas, American National Life Insurance
Company of New York, American National Property and Casualty
Company, Garden State Life Insurance Company, Standard Life and
Accident Insurance Company, Farm Family Casualty Insurance Company
and United Farm Family Insurance Company.
American National Insurance Company, the parent company, has
been assigned an ‘A’ rating by A.M. Best Company and an ‘A’ rating
by Standard & Poor’s, both of which are nationally recognized
rating agencies, and is licensed to conduct the business of
insurance in all states except New York.
For more information, including company news and investor
relations information, visit the company’s web site at
www.AmericanNational.com.
FORWARD-LOOKING STATEMENTS
This communication contains, and certain statements
made by management from time to time may contain, forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are indicated by words such as
“expects,” “intends,” “anticipates,” “plans,” “believes,”
“estimates,” “will” or words of similar meaning, and include,
without limitation, statements regarding the proposed
Reorganization, the occurrence and timing of any closing of the
proposed Reorganization, the outlook of our business and expected
financial performance and other factors described below. These
forward-looking statements are subject to changes and uncertainties
which are, in many instances, beyond our control and have been made
based upon our assumptions, expectations and beliefs. There can be
no assurance that future developments will be in accordance with
our expectations, or that the effect of future developments on us
will be as anticipated. It is not a matter of corporate policy for
us to update or revise forward-looking statements based on the
outcome of various foreseeable or unforeseeable events.
Forward-looking statements are not guarantees of future performance
and involve various risks and uncertainties. There are certain
important factors that could cause actual results to differ,
possibly materially, from expectations or estimates reflected in
such forward-looking statements, including without limitation:
- we may not obtain the expected
benefits of the Reorganization;
- the Reorganization may result in
substantial costs whether completed or not;
- as a holding company, the Holding
Company will be dependent on the operations and funds of its
subsidiaries;
- our business relationships may be
subject to disruption;
- even with stockholder approval, the
Reorganization may not be completed and;
- risks, uncertainties and other
factors identified in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2018, as well as in American National’s
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
filed with the Securities and Exchange Commission ("SEC").
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities and is not a
solicitation of a proxy from any stockholder of American
National. In connection with the proposed Reorganization, the
Holding Company has filed with the SEC a preliminary registration
statement on Form S-4 that includes a preliminary joint proxy
statement/prospectus consisting of a proxy statement relating to
the Annual Meeting and a prospectus relating to the common stock of
the Holding Company. American National and the Holding
Company also plan to file other relevant documents in connection
with the proposed Reorganization. AMERICAN NATIONAL’S STOCKHOLDERS
ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT / PROSPECTUS
AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
REORGANIZATION. Investors may obtain a free copy of the
definitive proxy statement/prospectus (if and when available) and
other relevant documents filed by American National or the Holding
Company with the SEC at the SEC's website at www.sec.gov. In
addition, copies of the definitive proxy statement/prospectus (if
and when available) and other relevant documents containing
information about American National, the Holding Company and the
proposed Reorganization can be obtained free of charge by visiting
our investor relations website at
www.americannational.com/wps/portal/an/menu/about/investors.
The directors and executive officers of American National and
other persons may be deemed to be participants in the solicitation
of proxies in respect of the proposed Reorganization.
Information regarding American National’s directors and executive
officers and other persons who, under the rules of the SEC, may be
potential participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, is included in the preliminary proxy
statement/prospectus and will be included in the definitive proxy
statement/prospectus and other relevant documents that American
National and the Holding Company have filed and intend to file with
the SEC in connection with the Annual Meeting.
Contact: Timothy A. Walsh (409) 766-6553
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