Additional Proxy Soliciting Materials (definitive) (defa14a)
May 01 2023 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by the Registrant x
Filed
by a party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under to § 240.14a-12 |
Midwest
Holding Inc. |
(Name
of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
o |
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Fee paid previously with preliminary
materials |
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11. |
Employee
FAQ
| a. | Midwest has entered into an agreement to be acquired by Antarctica
Capital, an international investment firm. |
| b. | This is a highly attractive outcome for Midwest that we believe will
create more opportunities for all of us. |
| c. | It
helps accelerate our strategy, lower our execution risk and drive future growth. |
| 2. | Why is the rationale behind this transaction? |
| a. | While we have made substantial progress executing our business strategy,
we believe there are even more significant growth opportunities ahead of us and fully capitalizing
on those opportunities requires additional resources. |
| b. | Our Board of Directors and management team conducted a comprehensive
review of value creation opportunities, culminating in this transaction with Antarctica that
helps accelerate our strategy, lower our execution risk and drive future growth. |
| c. | We believe this transaction provides a very attractive outcome for
Midwest, our shareholders and all of our stakeholders, including our employees. |
| 3. | What are the terms of the transaction? |
| a. | We have agreed to be acquired for approximately $100 million, or
$27 per share in cash. |
| 4. | What does this mean for employees? |
| a. | We expect there will be significant opportunities for our talented
team. |
| b. | This transaction ensures Midwest has the resources necessary to fully
capitalize on the significant growth opportunities ahead of us. |
| c. | Midwest plans to utilize Antarctica’s platform, existing partnerships,
and other resources to expand our business and drive future growth. |
| 5. | Who is Antarctica Capital? |
| a. | Antarctica is a highly regarded international investment firm that
has a track record of investing in companies and providing active support to help companies
achieve long-term sustainable growth. |
| b. | We believe Antarctica’s track record of success in partnering
with leading management teams will enable Midwest to capitalize on our platform, business
momentum and market opportunity. |
| c. | You
can read more about Antarctica at their website: https://antarcticacapital.com/. |
| 6. | Will there be any changes to my role, responsibilities, reporting
structure, compensation or benefits? |
| a. | We do not anticipate any changes to roles, responsibilities, reporting
structure, compensation or benefits. |
| b. | If there are any changes following completion of the transaction,
they will be communicated to you. |
| 7. | Will there be any changes to Midwest’s personnel or offices? |
| a. | No, Midwest will continue to be led by its current leadership team
and the Company is expected to maintain its name, personnel, headquarters in Lincoln, Nebraska,
and operational hubs in New York and Vermont. |
| 8. | What does this transaction mean for customers? |
| a. | We remain focused on delivering for our partners and customers. |
| b. | We expect they will benefit from our continued work to further optimize
the insurance value chain by delivering technology and services that reduce costs, enhance
value and provide a better experience. |
| 9. | What does this transaction mean for reinsurance partners? |
| a. | This transaction is about ensuring Midwest has the resources necessary
to fully capitalize on the significant growth opportunities ahead of us. |
| b. | As a result, we expect there will be opportunities to both grow our
existing reinsurance relationships and also add new partnerships going forward. |
| 10. | What are the next steps in the transaction process? |
| a. | We expect to close the transaction in the second half of 2023. |
| b. | The transaction is subject to customary closing conditions, including
the receipt of insurance regulatory approvals and approval of our shareholders. |
| 11. | What should I say if I am asked about the transaction by the
media or an external party? |
| a. | Please forward any inquiries from third parties to Tom Bumbolow at
___________. |
| 12. | Where can employees obtain additional information? Whom can
I contact if I have more questions? |
| a. | If you have questions about the announcement, please reach out to
your supervisor. |
| b. | We will keep you updated moving forward as we are able. |
Cautionary Statement Regarding Forward-Looking Statements
This communication and any documents referred to in this communication
contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed acquisition
of Midwest Holding Inc. (the “Company”) by an affiliate of Antarctica Capital, LLC, including, but not limited to, statements
regarding the anticipated timing of the closing of the proposed transaction. These forward-looking statements generally are identified
by the words “may,” “will,” “should,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “intend,” “target,”
“contemplate,” “project,” and similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication,
including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, (ii) the
failure to satisfy the conditions to the consummation of the proposed transaction, including approval of the proposed transaction by
the stockholders of the Company and the receipt of necessary regulatory approvals, (iii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the proposed transaction, (iv) the effect of the announcement or pendency
of the proposed transaction on the Company’s business relationships, operating results, and business generally, including the termination
of any business contracts, (v) risks that the proposed transaction disrupts current plans and operations of the Company and potential
difficulties in hiring and retaining key personnel as a result of the proposed transaction, (vi) risks related to diverting management’s
attention from the Company’s ongoing business operations, (vii) risks that any announcements related to the proposed transaction
could have adverse effects on the Company’s stock price, credit ratings or operating results, (viii) the outcome of any legal
proceedings that may be instituted related to the Merger Agreement or the proposed transaction and (ix) the significant transactions
costs that the parties will incur in connection with the proposed transaction. The risks and uncertainties may be amplified by economic,
market, business or geopolitical conditions or competition, or changes in such conditions, negatively affecting the Company’s business,
operations and financial performance. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties that affect the Company’s business as described in the “Risk Factors” section
of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time
with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation to, and does
not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise,
unless required by law.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will be filing
documents with the Securities and Exchange Commission (“SEC”), including preliminary and definitive proxy statements relating
to the proposed transaction. A definitive proxy statement will be mailed or otherwise made available to the Company’s stockholders
in connection with the proposed transaction. This communication is not a substitute for the proxy statement or any other document that
may be filed by the Company with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION, OR DOCUMENTS INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at the Company’s
stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only
on the basis of the information contained in the Company’s proxy statement. Investors and security holders may obtain free copies
of these documents (when they are available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov
or on the Company’s website at www.ir.midwestholding.com.
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees
may be considered participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction.
Information regarding the persons who, under the rules of the SEC, may be considered participants in the solicitation of proxies
in connection with the proposed transaction, including the interests of the Company directors and executive officers in the transaction,
will be set forth in the preliminary and definitive proxy statements that will be filed with the SEC relating to the transaction. Additional
information regarding the Company’s directors and executive officers, including a description of their direct interests, by security
holdings or otherwise, is contained in the Company’s proxy statement for its 2023 annual meeting of stockholders, which was filed
with the SEC on April 24, 2023. These documents are available free of charge at the SEC’s website at www.sec.gov and on Company’s
website at www.ir.midwestholding.com.
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