Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
July 18 2023 - 4:05PM
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):
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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. |
On July 18, 2023, Midwest
Holding Inc. issued the following press release:
FOR IMMEDIATE RELEASE
Independent Proxy Firms ISS
and Glass Lewis Recommend Midwest Holding Shareholders Vote “FOR” the Proposed Transaction with Antarctica Capital
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.
SOURCE Midwest Holding Inc.
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