The next round of the increasingly bitter battle between Aspen and Endurance has commenced after Endurance formally made an unsolicited offer to acquire all outstanding Aspen shares for a combination of common stock and cash yesterday (Monday).
The offer prompted a quick rebuttal from the Aspen board which reiterated its view that such a deal was not in the best interests of Aspen’s shareholders.
The board again noted that the proposal “grossly undervalued Aspen, represents a strategic mismatch and, based on conversations with major clients and brokers, would result in significant dis-synergies.”
It also stressed that the majority of the consideration included in the proposal consists of Endurance stock, which the board described as “highly unappealing”.
Under the terms of the offer, each holder of Aspen common shares will have the right to receive all cash ($49.50 for each Aspen share); all Endurance common shares (0.9197 Endurance shares for each Aspen share); or a combination of cash and Endurance common shares (0.5518 Endurance common shares and $19.80 in cash for each Aspen share).
The move by Endurance now means that, assuming the Aspen board do not do a complete U-turn, it will push to force a meeting of Aspen shareholders at which they would vote on the proposal.
John Charman, Endurance's chairman and chief executive, said: “The commencement of the exchange offer today further demonstrates our full commitment to a transaction with Aspen, and provides an additional mechanism for shareholders to support the consummation of this very compelling combination. We again call on Aspen's board and management to act in the best interests of Aspen's shareholders by engaging with us in constructive discussions regarding our increased proposal and to cease with their rhetoric and entrenchment.”
The Aspen board said it will now speak with its financial and legal advisors to determine the course of action that it believes is in the best interests of Aspen and its shareholders.
Aspen, Endurance, North America, John Charman