ONEBEACON INSURANCE GROUP, LTD. (NYSE:OB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On May 2, 2017, OneBeacon Insurance Group, Ltd.
(OneBeacon) entered into an Agreement and Plan of Merger
(the Merger Agreement) with Intact Financial Corporation
(Intact), Intact Bermuda Holdings Ltd., a wholly owned
subsidiary of Intact (Holdco) and Intact Acquisition Co.
Ltd., a direct wholly owned subsidiary of Holdco (Merger
Sub). The Merger Agreement provides for, subject to the
satisfaction or waiver of specified conditions, the merger of
Merger Sub with and into OneBeacon (the Merger), with
OneBeacon surviving the Merger as a direct wholly owned
subsidiary of Holdco and indirect wholly owned subsidiary of
Intact.
(OneBeacon) entered into an Agreement and Plan of Merger
(the Merger Agreement) with Intact Financial Corporation
(Intact), Intact Bermuda Holdings Ltd., a wholly owned
subsidiary of Intact (Holdco) and Intact Acquisition Co.
Ltd., a direct wholly owned subsidiary of Holdco (Merger
Sub). The Merger Agreement provides for, subject to the
satisfaction or waiver of specified conditions, the merger of
Merger Sub with and into OneBeacon (the Merger), with
OneBeacon surviving the Merger as a direct wholly owned
subsidiary of Holdco and indirect wholly owned subsidiary of
Intact.
At the effective time of the Merger, each issued and outstanding
Class A and Class B common share of OneBeacon (OneBeacon
Shares) (other than (a) OneBeacon Shares that are owned by
Merger Sub, which will be automatically canceled, and (b)
OneBeacon Shares that are subject to any OneBeacon awards, which
are described below) will be automatically transferred by the
holders thereof to Holdco in exchange for the right to receive an
amount in cash equal to $18.10, without interest (the Merger
Consideration).
Class A and Class B common share of OneBeacon (OneBeacon
Shares) (other than (a) OneBeacon Shares that are owned by
Merger Sub, which will be automatically canceled, and (b)
OneBeacon Shares that are subject to any OneBeacon awards, which
are described below) will be automatically transferred by the
holders thereof to Holdco in exchange for the right to receive an
amount in cash equal to $18.10, without interest (the Merger
Consideration).
Awards granted under OneBeacons 2007 and 2017 long-term incentive
plans (the LTIPs) which are outstanding at the time of the
Merger will be treated as follows:
plans (the LTIPs) which are outstanding at the time of the
Merger will be treated as follows:
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Service-vesting restricted stock and restricted stock
unit awards will be converted into the right to receive the Merger Consideration (plus, for restricted stock units, any accrued dividends) for each OneBeacon Share subject to such award, and such amounts will become payable upon satisfaction of the service-based vesting conditions that apply under the existing terms of such awards. Any accrued dividends payable to restricted stock holders as of the effective time of the Merger will be promptly paid after the effective time of the Merger. |
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2015-2017 cycle performance shares and performance units
will be converted into service-vesting awards and will be payable in cash upon satisfaction of service-based vesting conditions that apply to such awards. Such cash value will be determined based on (i) target level performance and (ii) for performance share awards, the Merger Consideration (plus any accrued dividends) for each OneBeacon Share subject to such award, and for performance units, the unit value set forth in the applicable award agreement. |
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2016-2018 performance shares and performance units will
continue to vest in the ordinary course, subject to certain adjustments to performance measures to take into account the Merger. Such awards will be settled in cash equal to the product of (i) for performance share awards, the Merger Consideration (plus any accrued dividends) for each OneBeacon Share subject to such award, and for performance units, the unit value set forth in the applicable award agreement, (ii) the target number of OneBeacon |
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Shares subject to such award and (iii) the Performance
Percentage (within the meaning of the applicable award agreement). |
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2017-2019 cycle performance units will continue to vest
in the ordinary course, subject to certain adjustments to performance measures to take into account the Merger. Such awards will be paid in cash, in accordance with existing terms. |
T. Michael Miller, the Companys President and Chief Executive
Officer, is discussing with Intact his role and terms of
employment following the Merger.
Officer, is discussing with Intact his role and terms of
employment following the Merger.
The Merger Agreement contains customary representations and
warranties from both OneBeacon, on the one hand, and Intact,
Holdco and Merger Sub, on the other hand. OneBeacon has
agreed to customary covenants, including covenants, subject
to certain exceptions, to use its reasonable best efforts to
carry on its business in all material respects in the
ordinary course during the period between the execution of
the Merger Agreement and the closing of the Merger and not to
engage in certain conduct during this period.
warranties from both OneBeacon, on the one hand, and Intact,
Holdco and Merger Sub, on the other hand. OneBeacon has
agreed to customary covenants, including covenants, subject
to certain exceptions, to use its reasonable best efforts to
carry on its business in all material respects in the
ordinary course during the period between the execution of
the Merger Agreement and the closing of the Merger and not to
engage in certain conduct during this period.
The Merger Agreement also contains a no-shop provision that
restricts, subject to certain exceptions, OneBeacons ability to
solicit third-party takeover proposals or engage in discussions
or negotiations with third parties regarding, or furnish
certain information to third parties for the purposes of
encouraging or facilitating, a takeover proposal for OneBeacon.
The no-shop provision is subject to a provision that allows
OneBeacon, under certain circumstances and in compliance with
certain obligations, to furnish information and participate in
discussions and negotiations with respect to a bona fide and
unsolicited third-party takeover proposal that the Board of
Directors of OneBeacon (the OneBeacon Board) determines
in good faith after consultation with OneBeacons financial
advisor and outside legal counsel constitutes or would
reasonably be expected to lead to a Superior Proposal (as
defined in the Merger Agreement).
restricts, subject to certain exceptions, OneBeacons ability to
solicit third-party takeover proposals or engage in discussions
or negotiations with third parties regarding, or furnish
certain information to third parties for the purposes of
encouraging or facilitating, a takeover proposal for OneBeacon.
The no-shop provision is subject to a provision that allows
OneBeacon, under certain circumstances and in compliance with
certain obligations, to furnish information and participate in
discussions and negotiations with respect to a bona fide and
unsolicited third-party takeover proposal that the Board of
Directors of OneBeacon (the OneBeacon Board) determines
in good faith after consultation with OneBeacons financial
advisor and outside legal counsel constitutes or would
reasonably be expected to lead to a Superior Proposal (as
defined in the Merger Agreement).
The Merger Agreement requires OneBeacon to hold a meeting of its
shareholders and, subject to the exceptions below, provides that
the OneBeacon Board will recommend the approval of the Merger,
the Merger Agreement and the Bermuda Statutory Merger Agreement
to the holders of OneBeacon Shares. Under certain limited
circumstances and in compliance with certain obligations, in
response to an Intervening Event (as defined in the Merger
Agreement), the OneBeacon Board may change its recommendation if
the OneBeacon Board, acting with the affirmative vote of a
majority of the members of the OneBeacon Board that are not
members of the management of White Mountains Insurance Group,
Ltd. (White Mountains) or its subsidiaries or members of
the Board of Directors of White Mountains (the Designated
Directors), determines in good faith, after consultation with
OneBeacons outside legal counsel, that failure to take such
action would violate the directors fiduciary duties under
applicable law.
shareholders and, subject to the exceptions below, provides that
the OneBeacon Board will recommend the approval of the Merger,
the Merger Agreement and the Bermuda Statutory Merger Agreement
to the holders of OneBeacon Shares. Under certain limited
circumstances and in compliance with certain obligations, in
response to an Intervening Event (as defined in the Merger
Agreement), the OneBeacon Board may change its recommendation if
the OneBeacon Board, acting with the affirmative vote of a
majority of the members of the OneBeacon Board that are not
members of the management of White Mountains Insurance Group,
Ltd. (White Mountains) or its subsidiaries or members of
the Board of Directors of White Mountains (the Designated
Directors), determines in good faith, after consultation with
OneBeacons outside legal counsel, that failure to take such
action would violate the directors fiduciary duties under
applicable law.
Furthermore, under certain limited circumstances and in
compliance with certain obligations, if, in response to a
Superior Proposal, the OneBeacon Board, acting with the
affirmative vote of a majority of the Designated Directors,
determines in good faith, after consultation with OneBeacons
financial advisors and outside legal counsel, that failure to
take such action would violate the directors fiduciary duties
under applicable law, the OneBeacon Board can (A) change its
recommendation or (B) cause OneBeacon to terminate the Merger
Agreement, pay the termination fee referred to below and enter
into an agreement with respect to such Superior Proposal.
compliance with certain obligations, if, in response to a
Superior Proposal, the OneBeacon Board, acting with the
affirmative vote of a majority of the Designated Directors,
determines in good faith, after consultation with OneBeacons
financial advisors and outside legal counsel, that failure to
take such action would violate the directors fiduciary duties
under applicable law, the OneBeacon Board can (A) change its
recommendation or (B) cause OneBeacon to terminate the Merger
Agreement, pay the termination fee referred to below and enter
into an agreement with respect to such Superior Proposal.
In any of the cases described above, OneBeacon must give Intact
at least four business days prior written notice of its intention
to take any such action. During such four business day period,
OneBeacon must negotiate in good faith with Intact to make such
commercially reasonable adjustments to the Merger Agreement as
would enable the OneBeacon Board to no longer change its
recommendation or determine that the unsolicited third-party
takeover proposal constitutes a Superior Proposal.
at least four business days prior written notice of its intention
to take any such action. During such four business day period,
OneBeacon must negotiate in good faith with Intact to make such
commercially reasonable adjustments to the Merger Agreement as
would enable the OneBeacon Board to no longer change its
recommendation or determine that the unsolicited third-party
takeover proposal constitutes a Superior Proposal.
The Merger Agreement contains certain customary termination
rights and provides that, upon termination of the Merger
Agreement under specified circumstances, including but not
limited to, (a) termination by OneBeacon in connection with the
entry into an agreement with respect to a Superior Proposal, (b)
termination by Intact in the event of a change in the
recommendation of the OneBeacon Board or (c) termination by
Intact due to a material and willful breach of the no-shop
provision or the proxy preparation and shareholder meeting
covenant under the Merger Agreement, OneBeacon will pay Intact a
termination fee in cash of $85.1 million. In addition, OneBeacon
must pay to Intact all reasonable and documented out-of-pocket
expenses incurred by Intact in connection with the Merger up to a
cap of $17.0 million if the Merger Agreement is terminated (i) by
OneBeacon or Intact due to the failure to obtain required
shareholder approvals or (ii) by OneBeacon in connection with the
entry into an agreement with respect to a Superior Proposal.
Furthermore, if the Merger Agreement is terminated (A) by
OneBeacon or Intact due to the failure to obtain required
shareholder approvals, (B) by OneBeacon in connection with the
entry into an agreement with respect to a Superior Proposal or
(C) by Intact due to a material and willful breach of the no-shop
provision or the proxy preparation and shareholder meeting
covenant under the Merger Agreement, OneBeacon will pay Intact
all reasonable and documented out-of-pocket expenses incurred by
Intact in connection with hedging transactions entered into in
connection with the Merger up to a cap of $5.0 million.
rights and provides that, upon termination of the Merger
Agreement under specified circumstances, including but not
limited to, (a) termination by OneBeacon in connection with the
entry into an agreement with respect to a Superior Proposal, (b)
termination by Intact in the event of a change in the
recommendation of the OneBeacon Board or (c) termination by
Intact due to a material and willful breach of the no-shop
provision or the proxy preparation and shareholder meeting
covenant under the Merger Agreement, OneBeacon will pay Intact a
termination fee in cash of $85.1 million. In addition, OneBeacon
must pay to Intact all reasonable and documented out-of-pocket
expenses incurred by Intact in connection with the Merger up to a
cap of $17.0 million if the Merger Agreement is terminated (i) by
OneBeacon or Intact due to the failure to obtain required
shareholder approvals or (ii) by OneBeacon in connection with the
entry into an agreement with respect to a Superior Proposal.
Furthermore, if the Merger Agreement is terminated (A) by
OneBeacon or Intact due to the failure to obtain required
shareholder approvals, (B) by OneBeacon in connection with the
entry into an agreement with respect to a Superior Proposal or
(C) by Intact due to a material and willful breach of the no-shop
provision or the proxy preparation and shareholder meeting
covenant under the Merger Agreement, OneBeacon will pay Intact
all reasonable and documented out-of-pocket expenses incurred by
Intact in connection with hedging transactions entered into in
connection with the Merger up to a cap of $5.0 million.
Consummation of the Merger is subject to certain conditions,
including approval of (i) the holders of a majority of the voting
power of OneBeacon Shares, voting together as a single class,
that are present (in person or by proxy) at the OneBeacon
shareholder meeting at which at least two shareholders
representing more than one-third of the voting power represented
by the OneBeacon Shares that are entitled to vote thereat and
(ii) the holders of a majority of OneBeacons outstanding Class B
common shares. Further conditions include the receipt of required
antitrust and insurance regulatory approvals and the absence of
any injunction or restraint enjoining the Merger. OneBeacon and
Intact have agreed to customary covenants to use their respective
reasonable best efforts to take all actions necessary to cause
the conditions to closing to be satisfied as promptly as
reasonably practicable, including using their respective
reasonable best efforts to obtain all necessary governmental and
regulatory approvals. The Merger Agreement does not contain a
financing condition.
including approval of (i) the holders of a majority of the voting
power of OneBeacon Shares, voting together as a single class,
that are present (in person or by proxy) at the OneBeacon
shareholder meeting at which at least two shareholders
representing more than one-third of the voting power represented
by the OneBeacon Shares that are entitled to vote thereat and
(ii) the holders of a majority of OneBeacons outstanding Class B
common shares. Further conditions include the receipt of required
antitrust and insurance regulatory approvals and the absence of
any injunction or restraint enjoining the Merger. OneBeacon and
Intact have agreed to customary covenants to use their respective
reasonable best efforts to take all actions necessary to cause
the conditions to closing to be satisfied as promptly as
reasonably practicable, including using their respective
reasonable best efforts to obtain all necessary governmental and
regulatory approvals. The Merger Agreement does not contain a
financing condition.
The foregoing summary of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement, which is filed as Exhibit 2.1
hereto, and incorporated by reference herein.
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement, which is filed as Exhibit 2.1
hereto, and incorporated by reference herein.
The Merger Agreement has been included solely to provide
investors and security holders with information regarding its
terms. It is not intended to be a source of financial, business
or operational information about OneBeacon, Intact or their
respective subsidiaries or affiliates. The representations,
warranties and covenants contained in the Merger Agreement are
made only for purposes of the agreement and are made as of
specific dates; are solely for the benefit of the parties; may be
subject to qualifications and limitations agreed upon by the
parties in connection with negotiating the terms of the Merger
Agreement, including being qualified by confidential disclosures
made for the purpose of allocating contractual risk between the
parties instead of establishing matters as facts; and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors or
security holders. Investors and security holders should not rely
on the representations, warranties and covenants or any
description thereof as characterizations of the actual state of
facts or condition of OneBeacon, Intact or their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations, warranties and covenants
may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in
public disclosures.
investors and security holders with information regarding its
terms. It is not intended to be a source of financial, business
or operational information about OneBeacon, Intact or their
respective subsidiaries or affiliates. The representations,
warranties and covenants contained in the Merger Agreement are
made only for purposes of the agreement and are made as of
specific dates; are solely for the benefit of the parties; may be
subject to qualifications and limitations agreed upon by the
parties in connection with negotiating the terms of the Merger
Agreement, including being qualified by confidential disclosures
made for the purpose of allocating contractual risk between the
parties instead of establishing matters as facts; and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors or
security holders. Investors and security holders should not rely
on the representations, warranties and covenants or any
description thereof as characterizations of the actual state of
facts or condition of OneBeacon, Intact or their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations, warranties and covenants
may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in
public disclosures.
Voting Agreement
On May 2, 2017, in connection with the execution of the Merger
Agreement, certain subsidiaries of White Mountains (the WTM
Shareholders), who collectively hold, as of the date hereof,
71,754,738 Class B common shares of OneBeacon in the aggregate,
entered into a voting agreement (the Voting Agreement)
with Intact and White Mountains. to the Voting Agreement, the WTM
Shareholders agreed, among other things, to vote or cause to be
voted any issued and outstanding OneBeacon Shares beneficially
owned by them in favor of adopting the Merger Agreement, subject
to certain exceptions.
Agreement, certain subsidiaries of White Mountains (the WTM
Shareholders), who collectively hold, as of the date hereof,
71,754,738 Class B common shares of OneBeacon in the aggregate,
entered into a voting agreement (the Voting Agreement)
with Intact and White Mountains. to the Voting Agreement, the WTM
Shareholders agreed, among other things, to vote or cause to be
voted any issued and outstanding OneBeacon Shares beneficially
owned by them in favor of adopting the Merger Agreement, subject
to certain exceptions.
The Voting Agreement will automatically terminate upon the
earliest of (i) January 2, 2018 (which will automatically be
extended to March 2, 2018 if on January 2, 2018, the only pending
condition to the closing of the Merger is the condition related
to regulatory approvals), (ii) the effective time of the Merger,
(iii) the termination of the Merger Agreement, (iv) the entry
without the prior written consent of the WTM Shareholders into
any amendment or modification to the Merger Agreement that
results in a decrease in the consideration payable to holders of
Class B common shares of OneBeacon, a change in the type of
consideration payable or otherwise causes a change that is
materially adverse to the WTM Shareholders and (v) the mutual
written agreement of the WTM Shareholders and Intact.
earliest of (i) January 2, 2018 (which will automatically be
extended to March 2, 2018 if on January 2, 2018, the only pending
condition to the closing of the Merger is the condition related
to regulatory approvals), (ii) the effective time of the Merger,
(iii) the termination of the Merger Agreement, (iv) the entry
without the prior written consent of the WTM Shareholders into
any amendment or modification to the Merger Agreement that
results in a decrease in the consideration payable to holders of
Class B common shares of OneBeacon, a change in the type of
consideration payable or otherwise causes a change that is
materially adverse to the WTM Shareholders and (v) the mutual
written agreement of the WTM Shareholders and Intact.
The foregoing summary of the Voting Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Voting Agreement, which is filed as Exhibit 99.1
hereto and incorporated by reference herein.
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Voting Agreement, which is filed as Exhibit 99.1
hereto and incorporated by reference herein.
Item 8.01. Other Events
Press Release
On May 2, 2017, OneBeacon issued a press release announcing the
proposed Merger and related matters. A copy of that press release
is filed as Exhibit 99.2 hereto.
proposed Merger and related matters. A copy of that press release
is filed as Exhibit 99.2 hereto.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Reform Act of 1995
The information contained in this communication may contain
forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of
historical facts, included or referenced in this communication
that address activities, events or developments which we expect
will or may occur in the future are forward-looking statements.
The words will, believe, intend, expect, anticipate, project,
estimate, predict and similar expressions are also intended to
identify forward-looking statements. These forward-looking
statements include, among others, statements with respect to our:
forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of
historical facts, included or referenced in this communication
that address activities, events or developments which we expect
will or may occur in the future are forward-looking statements.
The words will, believe, intend, expect, anticipate, project,
estimate, predict and similar expressions are also intended to
identify forward-looking statements. These forward-looking
statements include, among others, statements with respect to our:
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change in book value per share or return on equity;
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business strategy;
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financial and operating targets or plans;
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incurred loss and loss adjustment expenses and the
adequacy of our loss and loss adjustment expense reserves and related reinsurance; |
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projections of revenues, income (or loss), earnings (or
loss) per share, dividends, market share or other financial forecasts; |
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expansion and growth of our business and operations;
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future capital expenditures; and
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pending legal proceedings.
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These statements are based on certain assumptions and analyses
made by us in light of our experience and judgments about
historical trends, current conditions and expected future
developments, as well as other factors believed to be
appropriate in the circumstances. However, whether actual
results and developments will conform to our expectations is
subject to a number of risks, uncertainties or other factors
which are described in more detail beginning on page 16 of the
Companys 2016 Annual Report on Form 10-K, that could cause
actual results to differ materially from expectations,
including:
made by us in light of our experience and judgments about
historical trends, current conditions and expected future
developments, as well as other factors believed to be
appropriate in the circumstances. However, whether actual
results and developments will conform to our expectations is
subject to a number of risks, uncertainties or other factors
which are described in more detail beginning on page 16 of the
Companys 2016 Annual Report on Form 10-K, that could cause
actual results to differ materially from expectations,
including:
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recorded loss and loss adjustment expense reserves
subsequently proving to have been inadequate; |
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changes in interest rates, debt or equity markets or
other market volatility that negatively impact our investment portfolio; |
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competitive forces and the cyclicality of the property
and casualty insurance industry; |
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claims arising from catastrophic events, such as
hurricanes, windstorms, earthquakes, floods or terrorist attacks; |
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the continued availability of capital and financing;
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the continued availability and cost of reinsurance
coverage and our ability to collect reinsurance recoverables; |
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the ability to maintain data and system security;
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the outcome of litigation and other legal or regulatory
proceedings; |
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our ability to continue meeting our debt and related
service obligations or to pay dividends; |
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our ability to successfully develop new specialty
businesses; |
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changes in laws or regulations, or their interpretations,
which are applicable to us, our competitors, our agents or our customers; |
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actions taken by rating agencies from time to time with
respect to us, such as financial strength or credit rating downgrades or placing our ratings on negative watch; |
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our ability to retain key personnel;
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participation in guaranty funds and mandatory market
mechanisms; |
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our ability to maintain effective operating procedures
and manage operational risk; |
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changes to current shareholder dividend practice and
regulatory restrictions on dividends; |
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credit risk exposure in certain of our business
operations; |
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Bermuda law may afford less protection to shareholders;
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our status as a subsidiary of White Mountains, including
potential conflicts of interest, competition, and related-party transactions; |
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changes in tax laws or tax treaties;
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the risk that the proposed merger with Intact may not be
completed on the currently contemplated timeline or at all; |
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the failure to receive, on a timely basis or otherwise,
the required approval of the proposed merger with Intact Financial Corporation (Intact) by OneBeacons shareholders; |
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the possibility that any or all of the various conditions
to the consummation of the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); |
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the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement with Intact, including in circumstances which would require OneBeacon to pay a termination fee or other expenses; |
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risks related to diverting managements attention from our
ongoing business operations and other risks related to the announcement or pendency of the proposed merger with Intact, including on our ability to retain and hire key personnel, our ability to maintain relationships with our customers, policyholders, brokers, service providers and others with whom we do business and our operating results and business generally; |
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the risk that shareholder litigation in connection with
the transactions contemplated by the merger agreement with Intact may result in significant costs of defense, indemnification and liability; and |
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other factors, most of which are beyond our control.
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Consequently, all of the forward-looking statements made in this
communication are qualified by these cautionary statements, and
there can be no assurance that the anticipated results or
developments will be realized or, even if substantially realized,
that they will have the expected consequences. Readers should
carefully review these risk factors, and are cautioned not to
place undue reliance on our forward-looking statements. The
forward-looking statements in this communication speak only as of
the date on which they are made. We assume no obligation to
update publicly any such forward-looking statements, whether as a
result of new information, future events or otherwise.
communication are qualified by these cautionary statements, and
there can be no assurance that the anticipated results or
developments will be realized or, even if substantially realized,
that they will have the expected consequences. Readers should
carefully review these risk factors, and are cautioned not to
place undue reliance on our forward-looking statements. The
forward-looking statements in this communication speak only as of
the date on which they are made. We assume no obligation to
update publicly any such forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional information and where to find it
This communication may be deemed to be solicitation material in
respect of the proposed takeover of OneBeacon by Intact. In
connection with the proposed transaction, OneBeacon intends to
file relevant materials with the SEC, including a proxy statement
in preliminary and definitive form. Investors and security
holders are urged to read all relevant documents filed with the
SEC (if and when they become available), including OneBeacons
definitive proxy statement, because they will contain important
information about the proposed transaction. Investors and
security holders will be able to obtain copies of the proxy
statement and other documents filed with the SEC (if and when
available) free of charge at the SECs website,
http://www.sec.gov, or for free from OneBeacon by contacting
ir@onebeacon.com. Such documents are not currently available.
respect of the proposed takeover of OneBeacon by Intact. In
connection with the proposed transaction, OneBeacon intends to
file relevant materials with the SEC, including a proxy statement
in preliminary and definitive form. Investors and security
holders are urged to read all relevant documents filed with the
SEC (if and when they become available), including OneBeacons
definitive proxy statement, because they will contain important
information about the proposed transaction. Investors and
security holders will be able to obtain copies of the proxy
statement and other documents filed with the SEC (if and when
available) free of charge at the SECs website,
http://www.sec.gov, or for free from OneBeacon by contacting
ir@onebeacon.com. Such documents are not currently available.
Participants in solicitation
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC in connection with the proposed transaction.
OneBeacon, Intact and their respective directors, executive
officers and other members of management and employees, under
SEC rules, may be deemed to be participants in the solicitation
of proxies from holders of OneBeacons common shares in favor of
the proposed transaction. Information about OneBeacons
directors and executive officers is set forth in OneBeacons
Proxy Statement on Schedule 14A for its 2017 Annual General
Meeting of Shareholders, which was filed with the SEC on April
11, 2017, its Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, which was filed with the SEC on
February 27, 2017 and its Current Report on Form 8-K filed with
the SEC on March 6, 2017. Information about Intacts directors
and executive officers is set forth in Intacts Management Proxy
Circular for its 2017 Annual and Special Meeting of
Shareholders, its Annual Information Form for the fiscal year
ended December 31, 2016 and its Managements Discussion and
Analysis for the fiscal year ended December 31, 2016, all of
which are available on www.sedar.com. These documents may be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants which may, in some cases, be different than those
of OneBeacons shareholders generally, will also be included in
OneBeacons proxy statement relating to the proposed
transaction, when it becomes available.
substitute for any proxy statement or other filings that may be
made with the SEC in connection with the proposed transaction.
OneBeacon, Intact and their respective directors, executive
officers and other members of management and employees, under
SEC rules, may be deemed to be participants in the solicitation
of proxies from holders of OneBeacons common shares in favor of
the proposed transaction. Information about OneBeacons
directors and executive officers is set forth in OneBeacons
Proxy Statement on Schedule 14A for its 2017 Annual General
Meeting of Shareholders, which was filed with the SEC on April
11, 2017, its Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, which was filed with the SEC on
February 27, 2017 and its Current Report on Form 8-K filed with
the SEC on March 6, 2017. Information about Intacts directors
and executive officers is set forth in Intacts Management Proxy
Circular for its 2017 Annual and Special Meeting of
Shareholders, its Annual Information Form for the fiscal year
ended December 31, 2016 and its Managements Discussion and
Analysis for the fiscal year ended December 31, 2016, all of
which are available on www.sedar.com. These documents may be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants which may, in some cases, be different than those
of OneBeacons shareholders generally, will also be included in
OneBeacons proxy statement relating to the proposed
transaction, when it becomes available.
Item 9.01. Financial Statements and Exhibits
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Exhibit No.
|
Description of Exhibit
|
|
|
2.1
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Agreement and Plan of Merger, dated as of May 2, 2017, by
and among OneBeacon Insurance Group, Ltd., Intact Financial Corporation, Intact Bermuda Holdings Ltd. and Intact Acquisition Co. Ltd.* |
|
|
99.1
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Voting Agreement, dated as of May 2, 2017, by and among
Intact Financial Corporation, White Mountains Insurance Group, Ltd., Lone Tree Holdings Ltd. and Bridge Holdings (Bermuda) Ltd. |
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99.2
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Press Release, dated as of May 2, 2017
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* Schedules and exhibits omitted to Item 601(b)(2) of Regulation
S-K. OneBeacon agrees to furnish a copy of any omitted schedule
or exhibit to the SEC upon request.
S-K. OneBeacon agrees to furnish a copy of any omitted schedule
or exhibit to the SEC upon request.
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| ONEBEACON INSURANCE GROUP, LTD. | |||
|
Date: May 2, 2017
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By:
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/s/ Maureen A. Phillips | |
| Name: Maureen A. Phillips | |||
| Title: Senior Vice President and General Counsel | |||
EXHIBIT INDEX
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Exhibit No.
|
Description of Exhibit
|
|
|
2.1
|
Agreement and Plan of Merger, dated as of May 2, 2017, by
and among OneBeacon Insurance Group, Ltd., Intact Financial Corporation, Intact Bermuda Holdings Ltd. and Intact Acquisition Co. Ltd.* |
|
|
99.1
|
Voting Agreement, dated as of May 2, 2017, by and among
Intact Financial Corporation, White Mountains Insurance Group, Ltd., Lone Tree Holdings Ltd. and Bridge Holdings (Bermuda) Ltd. |
|
|
99.2
|
Press Release, dated as of May 2, 2017
|
* Schedules and exhibits omitted
About ONEBEACON INSURANCE GROUP, LTD. (NYSE:OB)
OneBeacon Insurance Group, Ltd., through its subsidiaries, is a property and casualty insurance writer that offers a range of insurance products in the United States primarily through independent agencies, regional and national brokers, wholesalers and managing general agencies. The Company’s segments include Specialty Products, Specialty Industries, and Investing, Financing and Corporate. The Specialty Products segment consists of over 10 underwriting operating segments representing an aggregation based on those that offer products, coverages and services to customers across the United States. The Specialty Industries segment consists of over six underwriting operating segments representing an aggregation based on those that focus on a particular customer or industry group. The Investing, Financing and Corporate segment includes its investing and financing activities on a consolidated basis, and certain other activities conducted through it and its intermediate subsidiaries. ONEBEACON INSURANCE GROUP, LTD. (NYSE:OB) Recent Trading Information
ONEBEACON INSURANCE GROUP, LTD. (NYSE:OB) closed its last trading session down -0.19 at 15.70 with 49,356 shares trading hands.