HAMILTON, Bermuda, Aug. 17, 2017 /PRNewswire/ -- White
Mountains Insurance Group, Ltd. (NYSE: WTM) announced today that it
intends to commence a "modified Dutch auction" self-tender offer to
purchase 500,000 of its common shares, or such lesser number of its
common shares as are properly tendered and not properly withdrawn,
at a purchase price of not greater than $875 or less than $825 per share, net to the seller in cash. The
tender offer is expected to commence on August 17, 2017 and expire at 12:00 midnight,
New York City time, at the end of
the day on September 14, 2017, unless
extended. White Mountains's common shares closed on the New
York Stock Exchange at $850.65 per
share on August 16, 2017.
A "modified Dutch auction" self-tender offer allows shareholders
to indicate how many shares and at what price within the Company's
specified range they wish to tender their shares. Based on the
number of shares tendered and the prices specified by the tendering
shareholders, the Company will determine the lowest price per share
within the range that will enable it to purchase 500,000 shares, or
such lesser number of shares that are properly tendered and not
properly withdrawn. All shares purchased by the Company in the
tender offer will be purchased at the same price regardless of
whether the shareholder tendered at a lower price. The Company will
not purchase shares below a price stipulated by a shareholder, and
in some cases, may actually purchase shares at a price above a
shareholder's indication under the terms of the tender offer.
The tender offer will not be conditioned upon any minimum number
of shares being tendered. The tender offer will be, however,
subject to certain conditions as will be specified in the offer to
purchase. Specific instructions and a complete explanation of the
terms and conditions of the tender offer will be contained in the
offer to purchase, the letter of transmittal and the related
materials, which will be mailed to shareholders of record shortly
after commencement of the tender offer.
Neither the Company nor its Board of Directors makes any
recommendation as to whether any shareholder should participate or
refrain from participating in the tender offer or as to the price
or prices at which shareholders may choose to tender their shares
in the tender offer.
D.F. King & Co., Inc. will
serve as information agent for the tender offer. Shareholders
with questions, or who would like to receive additional copies of
the tender offer documents when they are available, may call
D.F. King & Co., Inc. at (800)
893-5865 (toll free) or email wtm@dfking.com. The dealer managers
for the tender offer will be 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".
TENDER OFFER STATEMENT
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any shares
of the Company's common shares. The solicitation and offer to buy
the Company's common shares will only be made pursuant to the offer
to purchase and the related materials that the Company will send to
its shareholders shortly after commencement of the tender offer.
Shareholders should carefully read those materials when they are
available because they will contain important information,
including the various terms and conditions of the tender offer.
Neither the Company nor its directors make any recommendation as to
whether to tender shares or as to the price at which to tender
them. Shareholders may obtain free copies, when available, of the
offer to purchase, the letter of transmittal and the related
materials that will be filed by the Company with the Securities and
Exchange Commission at the commission's website at www.sec.gov.
Shareholders also may obtain a copy of these documents, without
charge, from the Company's website: www.whitemountains.com.
Shareholders are urged to read these materials carefully prior
to making any decision with respect to the offer. Shareholders
and investors who have questions or need assistance may call
D.F. King & Co., Inc. at (800)
893-5865 (toll free) or email wtm@dfking.com.
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.