AmTrust deal back on track as offer price bumped up by 10%
AmTrust Financial Services has amended the merger agreement it has with Evergreen Parent, an entity formed by the Karfunkel-Zyskind Family and private equity funds managed by Stone Point Capital.
Under the terms of the amended agreement, Evergreen will acquire the approximately 45 percent of the company's shares of common stock that the Karfunkel-Zyskind Family and certain of its affiliates and related parties do not already own or control for $14.75 per share in cash, subject to regulatory approval and other closing conditions.
This represents an increase of $1.25 per share, or 9.3 percent, in cash consideration to AmTrust public stockholders, over the previously agreed upon $13.50 per share, and a 45 percent premium to the company's unaffected closing stock price on January 9, 2018.
The transaction values the fully diluted equity of the company at approximately $2.95 billion, excluding the Company's outstanding preferred stock.
Don DeCarlo, chairman of the special committee, said: "The amended agreement follows significant engagement with our public stockholders, and is consistent with our commitment to maximize value for public stockholders. We continue to believe that the immediate, certain, premium value provided in this agreement is in the best interest of AmTrust's public stockholders and look forward to the completion of the transaction."
The Special Committee has unanimously approved the revised merger agreement and recommends that public stockholders vote for the revised agreement.
AmTrust also announced that AmTrust and Evergreen Parent have entered into a settlement and support agreement with affiliates of Carl C. Icahn (the Icahn Group) pursuant to which the Icahn Group has agreed to support the transaction and waive appraisal rights and other claims with respect to the transaction.
Icahn commented: "We are pleased that we were able to work with George Karfunkel and Barry Zyskind to reach a settlement that is in the best interest of all stockholders. By raising the merger price to $14.75, over $100 million of incremental value has been created for public stockholders. Most importantly, we want to thank all the stockholders whose vital support was so critical to achieving this outcome."
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