LINCOLN,
Neb., July 18, 2023 /PRNewswire/ -- Midwest
Holding Inc. ("Midwest", NASDAQ: MDWT, the "Company"), a
technology-driven life and annuity platform, today announced that
leading independent proxy advisory firms Institutional Shareholder
Services, Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis")
recommended that Midwest shareholders vote "FOR" the
proposed acquisition of Midwest by Antarctica Capital
("Antarctica"). A special meeting
of Midwest shareholders will be held virtually to vote on the
transaction on July 26, 2023 at
11:00 a.m. Eastern Time (the "Special
Meeting").
Shareholders of record as of the close of business on
May 31, 2023, will be entitled to
vote at the Special Meeting and are reminded to vote their proxies
"FOR" the proposals described in the proxy statement.
Shareholders who have questions or need assistance voting their
shares should contact Okapi Partners LLC at 1-844-203-3605 or
info@okapipartners.com.
As previously announced on May 1,
2023, Midwest entered into a definitive agreement to be
acquired by Antarctica in an
all-cash transaction valued at approximately $100 million. Under the terms of the agreement,
Midwest shareholders will receive $27.00 in cash per share, representing a 97%
premium to the Company's closing share price on April 28, 2023, and a 75% premium over Midwest's
30-day volume-weighted average price as of April 28, 2023. The transaction is expected to
close in the second half of 2023, subject to certain customary
closing conditions, including the receipt of insurance regulatory
approvals and approval by Midwest shareholders.
About Midwest Holding Inc.
Midwest Holding Inc. is a technology-enabled, services-oriented
annuity platform. Midwest designs and develops in-demand annuity
products that are distributed through independent distribution
channels to a large and growing demographic of U.S. retirees.
Midwest originates, manages, and typically transfers these
annuities through reinsurance arrangements to asset managers and
other third-party investors. Midwest also provides the operational
and regulatory infrastructure and expertise to enable asset
managers and third-party investors to form and manage their own
reinsurance capital vehicles. For more information, please
visit www.midwestholding.com
Contacts
Midwest Holding
Investors: ir@midwestholding.com
Media: press@midwestholding.com or Paul Caminiti / Nicholas
Leasure, Reevemark, 212-433-4600
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.
View original
content:https://www.prnewswire.com/news-releases/independent-proxy-firms-iss-and-glass-lewis-recommend-midwest-holding-shareholders-vote-for-the-proposed-transaction-with-antarctica-capital-301879161.html
SOURCE Midwest Holding Inc.