Enstar Group Limited to Acquire SeaBright Holdings, Inc.
Enstar Group Limited
Enstar Group Limited to Acquire SeaBright Holdings, Inc.
HAMILTON, Bermuda and SEATTLE, 2012-08-28 03:09 CEST (GLOBE NEWSWIRE) -- Enstar
Group Limited (Nasdaq:ESGR) and SeaBright Holdings, Inc. (NYSE:SBX) today
jointly announced that they have entered into a definitive merger agreement
under which Enstar will acquire SeaBright for $11.11 per share in cash. The
purchase price represents a 34.3% premium over SeaBright's closing stock price
today of $8.27.
Under the terms of the merger agreement, a newly formed wholly-owned subsidiary
of Enstar will merge with and into SeaBright, with SeaBright surviving as a
wholly-owned subsidiary of Enstar. Enstar expects to finance the aggregate
purchase price of approximately $252 million through a combination of cash on
hand and a bank loan facility to be finalized before closing.
Completion of the transaction is conditioned on, among other things, the
approval of SeaBright's stockholders, regulatory approvals and satisfaction of
various customary closing conditions. SeaBright intends to solicit the approval
of its stockholders at a special meeting of stockholders to be held later this
year. The transaction, which is not conditioned on Enstar's ability to obtain
financing, is currently expected to close in the first quarter of 2013.
"The acquisition of SeaBright is an exciting opportunity for Enstar," said
Dominic Silvester, Chief Executive Officer of Enstar. "We continue to focus on
expanding in the U.S., and we believe SeaBright will be a significant addition
to our portfolio. We look forward to working with SeaBright to ensure that its
policyholders continue to receive excellent service." Enstar is discussing
opportunities with third-party insurance companies for the assumption of
SeaBright's policy renewals.
John G. Pasqualetto, Chairman, President and Chief Executive Officer of
SeaBright, said, "This transaction will, upon closing, provide our stockholders
with immediate liquidity at a price representing a significant premium to
market. The transaction, which the Board of Directors has unanimously concluded
is in the best interest of our stockholders, is the culmination of a lengthy
and extensive process in which the Board carefully considered a broad range of
Sandler O'Neill + Partners, L.P. is acting as financial advisor to SeaBright
and has delivered a fairness opinion in connection with the transaction.
Kirkland & Ellis LLP is acting as legal advisor and Mayer Brown LLP is acting
as special regulatory counsel to SeaBright. Drinker Biddle & Reath LLP is
acting as legal advisor to Enstar.
Enstar, a Bermuda company, acquires and manages insurance and reinsurance
companies in run-off and portfolios of insurance and reinsurance business in
run-off, and provides management, consultancy and other services to the
insurance and reinsurance industry.
The Enstar Group Limited logo is available at
SeaBright is a holding company whose wholly-owned subsidiary, SeaBright
Insurance Company, operates as a specialty underwriter of multi-jurisdictional
workers' compensation insurance. SeaBright Insurance Company distributes its
maritime, alternative dispute resolution and state act products through
selected independent insurance brokers, licensed program managers and its
wholesale broker affiliate, PointSure Insurance Services, Inc. PointSure is
licensed in 50 states and also offers insurance products from non-affiliated
insurers. Paladin Managed Care Services, Inc., another SeaBright company,
provides integrated managed medical care services to help employers control
costs associated with on-the-job injuries.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction
involving Enstar and SeaBright. The proposed transaction will be submitted to
the stockholders of SeaBright for their consideration. In connection with the
proposed transaction, SeaBright will prepare and file a proxy statement with
the Securities and Exchange Commission (the "SEC"). SeaBright and Enstar plan
to file with the SEC other documents regarding the proposed transaction.
STOCKHOLDERS OF SEABRIGHT ARE URGED TO READ THE PROXY STATEMENT REGARDING THE
PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement will be
mailed to SeaBright stockholders. You may obtain copies of all documents filed
with the SEC regarding the proposed transaction, free of charge, at the SEC's
website at www.sec.gov. In addition, stockholders may obtain free copies of the
documents by going to SeaBright's Investors website page at
www.sbxhi.com/investors.html or by sending a written request to SeaBright
Holdings, Inc., Attn: Linda Magee, Investor Relations, 1501 4th Avenue, Suite
2600, Seattle, Washington 98101, or by calling, Investor Relations at (206)
269-8500. The contents of the websites referenced above are not deemed to be
incorporated by reference into the proxy statement.
Interests of Participants
SeaBright and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of SeaBright
in connection with the proposed transaction. Information regarding SeaBright's
directors and executive officers is set forth in SeaBright's proxy statement
for its 2012 annual meeting of stockholders and its Annual Report on Form 10-K
for the fiscal year ended December 31, 2011, which were filed with the SEC on
April 12, 2012 and March 5, 2012, respectively. Additional information
regarding persons who may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction and any direct or indirect
interests of the SeaBright executive officers and directors in the merger will
be contained in the proxy statement that SeaBright intends to file with the
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements include statements regarding the intent, belief or current
expectations of Enstar, SeaBright and their respective management teams.
Statements that include words such as "estimate," "project," "plan," "intend,"
"expect," "anticipate," "believe," "would," "should," "could," "seek," "may"
and similar statements of a future or forward-looking nature identify
forward-looking statements for purposes of the federal securities laws or
otherwise. You are cautioned that any such forward-looking statements speak
only as of the date they are made, are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those projected in the forward-looking statements as a result of various
In particular, Enstar and SeaBright may not be able to complete the proposed
transaction on the terms summarized above or other acceptable terms, or at all,
due to a number of factors, including but not limited to failure: (i) to obtain
approval of SeaBright's stockholders, (ii) to obtain governmental and
regulatory approvals, or (iii) to satisfy other closing conditions.
Furthermore, Enstar may not be able to secure a partner to assume SeaBright's
policy renewals on favorable terms.
The foregoing list of important factors is not exhaustive. Other important risk
factors regarding Enstar may be found under the heading "Risk Factors" in
Enstar's Form 10-K for the year ended December 31, 2011, and are incorporated
herein by reference. Other important risk factors regarding SeaBright may be
found under the heading "Risk Factors" in SeaBright's Form 10-K for the year
ended December 31, 2011 and SeaBright's Form 10-Q for the three months ended
June 30, 2012, and are incorporated herein by reference. Enstar and SeaBright
undertake no obligation to update any written or oral forward-looking
statements or publicly announce any updates or revisions to any of the
forward-looking statements contained herein, to reflect any change in its
expectations with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements, except as required by
CONTACT: Enstar Contact: Richard J. Harris
Telephone: (441) 292-3645
SeaBright Contact: Neal Fuller
Telephone: (206) 269-8500