AUSTIN,
Texas, Oct. 9, 2023 /PRNewswire/ -- National
Western Life Group, Inc. ("National Western" or the "Company")
(NASDAQ:NWLI), and Prosperity Life Group ("Prosperity Life Group")
today announced the signing of a definitive Merger Agreement
whereby S. USA Life Insurance Company, Inc. ("SUSA"), an
affiliate of Prosperity Life Group, will acquire National Western
in an all-cash transaction valued at approximately $1.9 billion (the "Merger Agreement").
As part of the agreement, each issued and outstanding share of
National Western common stock will be converted into the right to
receive $500 in cash at closing of
the merger. The merger consideration of $500 per share of National Western's Class A
Common Stock and Class B Common Stock (the "Merger Consideration")
represents an 87.1% premium to the unaffected Class A Common Stock
share price of $267.29 on
May 16, 2023, as well as an 11.8%
premium over National Western's 30-day volume-weighted average
price as of October 6, 2023. The
merger has received the unanimous approval of National Western's
Board of Directors.
Nicholas von Moltke, President
and Chief Executive Officer of Prosperity Life Group, said, "The
acquisition of National Western represents a significant milestone
in the continued expansion of our insurance business. We look
forward to welcoming National Western to Prosperity Life Group.
National Western's capabilities will further complement our
ambition to deliver a compelling value proposition to our
policyholders and the company."
Ross R. Moody, Chairman of the
Board and Chief Executive Officer of National Western, said, "This
is an exciting moment in National Western's history. I would like
to thank our board of directors, particularly our strategic
opportunities committee of independent directors, which conducted a
thorough review of a range of strategic alternatives and possible
business opportunities to maximize value for our stockholders. The
transaction provides clear and immediate value for our stockholders
at an attractive premium."
The merger is expected to close in the first half of 2024. It is
subject to certain customary closing conditions for a transaction
of this type, including approval by National Western's
stockholders, antitrust clearance and receipt of insurance
regulatory approvals. National Western stockholders that
collectively own common shares representing approximately 29.7% of
the total voting power of the Company's common shares (including
99% of the Company's Class B Common Stock) have executed voting and
support agreements with SUSA. Under these voting and support
agreements, each of these stockholders has agreed to vote all
common shares owned by that stockholder in favor of the Merger
Agreement and against any alternative transactions.
National Western will file a current report on Form 8-K with the
U.S. Securities and Exchange Commission (the "SEC") containing a
summary of the terms and conditions of the proposed acquisition, as
well as a copy of the Merger Agreement and the form of voting and
support agreement.
The Merger Consideration will be funded through a combination of
(i) cash from internal sources, (ii) a capital commitment
from affiliates of Elliott Investment Management L.P. and (iii)
borrowing under existing facilities or debt commitments, the
aggregate proceeds of which will provide Prosperity Life Group and
its affiliates with the funds needed to consummate the merger,
including to pay the aggregate Merger Consideration pursuant to the
Merger Agreement. The capital commitment will be reduced by the
amount of any debt actually funded at closing if and to the extent
that such debt financing is used to fund the payment of Merger
Consideration. The completion of the merger is not conditioned on
receipt of financing by Prosperity Life Group or its
affiliates.
Advisors
Citi is serving as financial advisor and Debevoise &
Plimpton LLP is serving as legal advisor to Prosperity Life Group
and SUSA on this transaction.
Goldman Sachs & Co. LLC serves as financial advisor and
Sidley Austin LLP is acting as outside M&A counsel to National
Western on this transaction.
About National Western Group, Inc.
National Western Life Group, Inc. is the parent organization of
National Western Life Insurance Company, which is the parent
organization of Ozark National Life Insurance Company, both stock
life insurance companies in aggregate offering a broad portfolio of
individual universal life, whole life and term insurance plans, as
well as annuity products. At June 30,
2023, the Company maintained consolidated total assets of
$12.5 billion, consolidated
stockholders' equity of $2.3 billion,
and combined life insurance in force of $18.9 billion.
About Prosperity Life Group
Prosperity Life Group is an innovative insurance, reinsurance,
and asset management company. Together, Prosperity Life Group's
underwriting company affiliates – SBLI USA Life Insurance Company, Inc, S. USA Life
Insurance Company, Inc., and Shenandoah Life Insurance Company -
have been helping individuals and their families since 1916 by
providing life insurance, asset accumulation, and supplemental
health products to help them achieve their goals. Affiliate
Prosperity Asset Management is an insurance-focused asset manager
specializing in structured credit & niche asset opportunities
and origination platforms.
Only SBLI USA is an authorized
New York insurer. S. USA Life and
Shenandoah Life are not authorized
as insurers in, and do not do insurance business in, New York. Each underwriting company is
responsible for its own financial and contractual obligations. SBLI
USA is not affiliated with The
Savings Bank Mutual Life Insurance Company of Massachusetts.
For more information, please contact:
National
Western:
Brian M. Pribyl
Tel: (512)
719-2493
Email:
bpribyl@nwlic.com
|
Prosperity Life
Group:
Kate Jones
Tel: (732)
688-0375
Email:
kate.jones@prosperitylife.com
|
Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The proposed transaction between National
Western and SUSA will be submitted to the stockholders of
National Western for their consideration. National Western will
file a proxy statement with the SEC. National Western also plans to
file other relevant documents with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF NATIONAL
WESTERN ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS THAT WILL 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
stockholders will be able to obtain free copies of the proxy
statement and other documents containing important information
about National Western once such documents are filed with the SEC,
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by National Western will
be available free of charge on National Western's website at
www.nwlgi.com under the tab "Investor Relations" or by contacting
National Western's investor relations administrator at
azielezinski@nwlic.com.
Participants in Solicitation
No person has commenced soliciting proxies in connection with
the proposed transaction referenced in this press release, and this
press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. National Western, its directors and
certain of its executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of National
Western in connection with the proposed transaction. Information
about the directors and executive officers of National Western is
set forth in its Annual Report on Form 10-K for the year ended
December 31, 2022, which was filed
with the SEC on March 15, 2023, its
Definitive Proxy Statement, which was filed with the SEC on
April 28, 2023 and subsequent
statements of changes in beneficial ownership on file with the SEC.
These documents can be obtained free of charge from the source
listed above. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available.
Cautionary Notice Regarding Forward-Looking
Statements
Except for historical information, all other information in this
press release consists of forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements, and related oral statements the
Company or SUSA may make, are subject to risks and
uncertainties that could cause actual results to differ materially
from those projected, anticipated or implied. For example, (1)
conditions to the closing of the proposed transaction may not be
satisfied, (2) regulatory approvals required for the proposed
transaction may not be obtained, or required regulatory approvals
may delay the proposed transaction or result in the imposition of
conditions that could have a material adverse effect on the Company
or SUSA or cause certain conditions to closing not to be satisfied,
which could result in the termination of the Merger Agreement,
(3) the timing of completion of the proposed transaction is
uncertain, (4) the business of the Company or SUSA may suffer
as a result of uncertainty surrounding the proposed transaction,
(5) events, changes or other circumstances could occur that
could give rise to the termination of the Merger Agreement,
(6) there are risks related to disruption of management's
attention from the ongoing business operations of the Company or
SUSA due to the proposed transaction, (7) the announcement or
pendency of the proposed transaction could affect the relationships
of the Company or SUSA with its clients, operating results and
business generally, including on the ability of the Company or SUSA
to retain employees, (8) the outcome of any legal proceedings
initiated against the Company or SUSA following the announcement of
the proposed transaction could adversely affect the Company or
SUSA, including their ability to consummate the proposed
transaction and (9) the Company or SUSA may be adversely
affected by other economic, business, and/or competitive factors as
well as management's response to any of the aforementioned
factors.
The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included herein and elsewhere,
including the risk factors included in the Company's most recent
Annual Report on Form 10-K and Quarterly Report on
Form 10-Q and other documents of the Company and SUSA on file
with the SEC. Neither the Company nor SUSA undertakes any
obligation to update, correct or otherwise revise any
forward-looking statements. All subsequent written and oral
forward-looking statements attributable to the Company or SUSA
and/or any person acting on behalf of either of them are expressly
qualified in their entirety by this paragraph. The information
contained on any websites referenced in this press release is not
incorporated by reference into this press release.
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SOURCE National Western Life Group, Inc.