On January 3, 2014, Kramer Levin client ACP Re Ltd., a Bermuda reinsurer (“ACP Re”), entered into a Merger Agreement to acquire all of the outstanding shares of Tower Group International, Ltd. (“Tower”), a publicly traded (NASDAQ:TWGP) Bermuda-based holding company for numerous property-casualty insurers and reinsurers. The controlling shareholder of ACP Re is a trust established by the founder of AmTrust Financial Services, Inc. (“AmTrust”), National General Holdings Corporation (“NGHC”) and Maiden Holdings, Ltd.
Under the Merger Agreement as amended, Tower shareholders will be entitled to $2.50 in cash consideration per share, for an aggregate deal value of approximately $142 million.
Concurrently with the execution of the Merger Agreement, several subsidiaries of Tower have entered into reinsurance agreements with AmTrust and NGHC, under which new and renewal business written by Tower’s commercial and personal lines carriers will be reinsured by AmTrust and NGHC, respectively, and entitled to cut-through endorsements.
The Merger and related transactions are expected to close in the summer of 2014, pending regulatory approvals.
The Kramer Levin team included was led by Corporate partner Ernest S. Wechsler and included Corporate partners Howard T. Spilko and Abbe L. Dienstag, and associate Michael Brooks; Insurance partner Daniel A. Rabinowitz; and Litigation partner Jonathan M. Wagner and special counsel Marjorie E. Sheldon.