NEW YORK, July 15 /PRNewswire-FirstCall/ -- NYMAGIC, INC.
(NYSE: NYM) today announced that it has entered into a definitive
agreement to be acquired by ProSight Specialty Insurance Holdings,
Inc. ("ProSight Specialty Insurance") for $25.75 per share, which represents a premium of
23.5% to NYMAGIC's closing price yesterday of $20.85. ProSight Specialty Insurance was
founded by CEO Joseph Beneducci and
a group of senior executives from the P&C industry and is
backed by affiliates of TPG Capital and GS Capital Partners.
NYMAGIC's Chairman, Robert G.
Simses, said: "We are pleased to reach an agreement with
ProSight Specialty Insurance that we strongly believe is in the
best interest of our shareholders, presenting them with excellent
value for their shares. Our Board of Directors also strongly
believes that this transaction will create attractive long-term
opportunities for our employees, customers and business
partners."
Under the terms of the agreement, NYMAGIC stockholders will
receive $25.75 per share in cash. The
transaction will be 100% equity funded by ProSight Specialty
Insurance. Completion of the transaction, which is expected
to occur in the fourth quarter of 2010, is subject to the approval
of NYMAGIC stockholders, customary closing conditions and
regulatory approvals.
NYMAGIC shareholders owning approximately 40% of the Company's
fully diluted common shares have executed voting agreements
pursuant to which they have agreed to vote in favor of the
transaction.
Keefe, Bruyette & Woods, Inc. provided a fairness opinion to
the NYMAGIC Board of Directors and its Negotiating Committee of
independent directors. Dewey & LeBoeuf LLP is acting as
legal advisor to NYMAGIC. Goldman, Sachs & Co. is acting
as financial advisor, and Weil, Gotshal & Manges LLP is acting
as legal advisor to ProSight Specialty Insurance, TPG Capital and
GS Capital Partners.
About NYMAGIC
NYMAGIC, INC. is an insurance holding company whose property and
casualty insurance subsidiaries specialize in underwriting ocean
marine, inland marine and non-marine liability insurance, and whose
agency subsidiaries specialize in establishing markets for such
business.
About ProSight Specialty Insurance
ProSight Specialty Insurance is a specialty P&C insurance
company that aims to create and deliver specialized solutions for
groups of customers through limited, exclusive distribution
partners. The company's employees have a long history of
underwriting, operations, distribution and claims experience.
ProSight Specialty Insurance was founded by CEO Joseph Beneducci and a group of senior
executives from the P&C industry and is backed by affiliates of
TPG Capital and GS Capital Partners.
About TPG Capital
TPG Capital is the global buyout group of TPG, a leading private
investment firm founded in 1992, with $48
billion of assets under management and offices in
San Francisco, Beijing, Fort
Worth, Hong Kong,
London, Luxembourg, Melbourne, Moscow, Mumbai, New
York, Paris, Shanghai, Singapore and Tokyo. TPG Capital has extensive
experience with global public and private investments executed
through leveraged buyouts, recapitalizations, spinouts, growth
investments, joint ventures and restructurings. TPG's
insurance and financial services investments have included Ariel
Reinsurance, BTPN, Direct General, Endurance, Fidelity National
Information Services, LPL Financial Services, Shenzhen Development
Bank and Shriram Transport, among others.
About GS Capital Partners
Since 1986, the Goldman Sachs Merchant Banking Division and its
predecessor business areas have raised 16 private equity and
principal debt investment funds aggregating over $82 billion of capital (including leverage). GS
Capital Partners VI is the current private equity vehicle through
which Goldman Sachs conducts its large, privately negotiated,
corporate equity investment activities. A global leader in private
corporate equity investing, GS Capital Partners is a family of
funds with a focus on large, high quality companies with strong
management and funding acquisition or expansion across a range of
industries and geographies.
Forward-Looking Information
This communication may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements include all statements
other than those made solely with respect to historical fact.
Examples of forward-looking statements in this communication
include references to our announced transaction with ProSight.
Forward-looking statements are only predictions and are not
guarantees of performance. Numerous risks, uncertainties and
other factors may cause actual results to differ materially from
those expressed in any forward-looking statements. These
factors include, but are not limited to (1) the occurrence of any
event, change or other circumstance that could cause the
transaction to not be consummated and (2) other factors described
in NYMAGIC's filings with the Securities and Exchange Commission
("SEC"), including its reports on Forms 10-K, 10-Q and 8-K.
NYMAGIC undertakes no obligation to revise or update any
forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future results
or otherwise.
Additional Information About This Transaction
In connection with the proposed transaction, NYMAGIC will file
with, or furnish to, the SEC all relevant materials, including a
proxy statement on Schedule 14A. NYMAGIC SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT (WHEN IT BECOMES AVAILABLE) AND
ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The final proxy statement will be mailed to
shareholders of NYMAGIC. The documents filed by NYMAGIC will
also be available, free of charge, from the SEC's website,
www.sec.gov, or from NYMAGIC's website, www.nymagic.com. In
addition, NYMAGIC shareholders will be able to obtain free copies
of the documents filed with the SEC by directing a request to
Corporate Secretary, NYMAGIC, INC. 919 Third Avenue, 10th Floor,
New York, NY 10022. Tel.
212.551.0600. e-mail corporatesecretary@nymagic.com.
NYMAGIC and its directors and executive officers and certain
other members of its management may be deemed to participate in the
solicitation of proxies in respect of the proposed transaction.
YOU CAN FIND INFORMATION REGARDING THESE DIRECTORS AND
EXECUTIVE OFFICERS IN NYMAGIC'S DEFINITIVE PROXY STATEMENT FOR ITS
2010 ANNUAL MEETING OF SHAREHOLDERS, WHICH WAS FILED WITH THE SEC
ON APRIL 5, 2010. ADDITIONAL
INFORMATION REGARDING THE INTERESTS OF SUCH POTENTIAL PARTICIPANTS
WILL BE INCLUDED IN THE PROXY STATEMENT AND THE OTHER RELEVANT
DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC WHEN THEY BECOME
AVAILABLE.
CONTACTS:
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George R. Trumbull,
212-551-0610
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or
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Tiberend Strategic Advisors,
Inc.
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212-827-0020
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Gregory Tiberend or Andrew
Mielach
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SOURCE NYMAGIC, INC.