WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
(OneBeacon), a non-wholly owned subsidiary of White
Mountains Insurance Group, Ltd. (White Mountains), 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 owned by the WTM Shareholders (as defined below) will
be automatically transferred to Holdco in exchange for the right
to receive an amount in cash equal to $18.10, without interest.
As of the date hereof, the WTM Shareholders collectively own
71,754,738 Class B common shares of OneBeacon.
the Merger Agreement and related matters. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
Agreement, Lone Tree Holdings Ltd. and Bridge Holdings (Bermuda)
Ltd., each a wholly owned subsidiary of White Mountains
(collectively, the WTM Shareholders), 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 Class A and Class B common shares of
OneBeacon (OneBeacon Shares) beneficially owned by them in
favor of adopting the Merger Agreement, subject to certain
exceptions. In addition, White Mountains agreed to enter into, or
cause its applicable subsidiary to enter into, a transition
services agreement and an investment management agreement, forms
of which are attached as exhibits to the Merger Agreement, at the
closing of the Merger.
of the WTM Shareholders to transfer the OneBeacon Shares owned by
them, to solicit third-party takeover proposals for OneBeacon and
to enter into any arrangements with respect to the voting of the
OneBeacon Shares.
earliest of (i) January 2, 2018 (which will be automatically
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.
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 10.1
hereto and incorporated by reference herein.
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Exhibit No.
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Description of Exhibit
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10.1
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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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99.1
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Press Release, dated as of May 2, 2017
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About WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM)
White Mountains Insurance Group, Ltd. is an insurance holding company. The Company’s segments include OneBeacon, HG Global/BAM and Other Operations. Its principal businesses are conducted through its insurance, reinsurance and insurance services subsidiaries and affiliates. Its OneBeacon segment consists of OneBeacon Insurance Group, Ltd., which owns a family of property and casualty insurance companies (collectively, OneBeacon). OneBeacon is a specialty 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 HG Global/BAM segment consists of HG Global Ltd. (HG Global) and Build America Mutual Assurance Company (BAM). BAM provides insurance on municipal bonds issued to support the United States public purposes, such as schools. Its Other Operations segment consists of the Company and its intermediate holding companies. WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM) Recent Trading Information
WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM) closed its last trading session down -7.22 at 849.92 with 20,000 shares trading hands.
