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Fosun to Acquire Meadowbrook Insurance Group, Inc.

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— Transaction Enables Fosun to Establish Significant Presence in the U.S. P&C Market

HONG KONG and SOUTHFIELD, Mich., Dec. 31, 2014 /PRNewswire/ — Fosun International Limited (HKEx stock code: 00656, together with its subsidiaries, “Fosun”) and Meadowbrook Insurance Group, Inc. (NYSE: MIG) (“Meadowbrook”), today announced that they have entered into a definitive agreement under which Fosun will acquire Meadowbrook for US$8.65 per share in cash, representing an aggregate transaction value of approximately US$433 million.

The transaction follows a thorough review of strategic alternatives by the Meadowbrook board of directors and represents a 24% premium over Meadowbrook’s closing price on December 29, 2014 and a premium of 39% to Meadowbrook’s three-month average closing price for the period ending December 29, 2014.  The transaction also represents a multiple of approximately 1.04x Meadowbrook’s tangible book value per share as of September 30, 2014.

Fosun is a leading investment group headquartered in Shanghai, China with over $50 billion in total assets and operations around the world.  The acquisition of Meadowbrook will enable Fosun to establish a significant presence in the U.S. P&C market.  Currently, Fosun has more than one third of its total assets invested in insurance businesses around the world, including investments in Yong’an P&C Insurance, Pramerica Fosun Life Insurance and Peak Reinsurance, as well as Fidelidade Group, Portugal’s largest insurance company.  Fosun’s most recent investment in the insurance sector was an acquisition of a 20% equity interest in Ironshore Inc. inAugust 2014.

Guo Guangchang, Chairman of Fosun, said, “This transaction allows Fosun to establish a presence in the important U.S. P&C market, consistent with our strategy of expanding our core insurance business.  Meadowbrook has a talented employee base, comprehensive offering of high-quality specialty insurance products, robust distribution network and a strong commitment to meeting the evolving needs of its policyholders.  The transaction represents another milestone for Fosun and will enable Fosun to further strengthen its insurance-oriented comprehensive financial capabilities.”

Robert S. Cubbin, President and Chief Executive Officer of Meadowbrook, said, “Combining with Fosun further strengthens our capital base as we continue to focus on supporting the needs of our customers, partners and policyholders, improving our underwriting performance and driving profitability.”

Mr. Cubbin continued, “This transaction is the culmination of a thorough strategic review process to maximize shareholder value.  We believe this is a positive outcome for our shareholders, who will receive significant value; our employees, who will benefit from enhanced opportunities as part of a larger, global organization; and our customers, partners and policyholders, who will benefit from an even stronger specialty risk, insurance and service provider.”

The transaction has been unanimously approved by all of the directors of the Meadowbrook board of directors present at the meeting and has been unanimously approved by the Fosun board of directors.  Following the closing of the transaction, which is expected in the second half of 2015, Meadowbrook will continue to maintain its headquarters in Southfield, Michigan and will operate under the Meadowbrook brand name.  The transaction is subject to the approval of Meadowbrook’s shareholders as well as regulatory approvals and the satisfaction of other specified closing conditions.

KPMG, Towers Watson Delaware and PricewaterhouseCoopers are acting as advisors of finance, actuary and tax, respectively, to Fosun.  DLA Piper LLP is acting as legal advisor to Fosun.  Willis Capital Markets & Advisory is acting as exclusive financial advisor and Sidley Austin LLP is acting as legal counsel to Meadowbrook in connection with the transaction.

About Fosun International Limited

Fosun was founded in 1992 in Shanghai. Fosun International Limited (00656.HK) was listed on the Main Board of The Stock Exchange of Hong Kong Limited on 16 July 2007. Today, Fosun has established four business engines comprising “insurance, industrial operations, investment and asset management”. It strives to become a world-class investment group underpinned by the twin drivers of “insurance-oriented comprehensive financial capability” and “industrial-rooted global investment capability”. It is dedicated to applying the value investing principle to its investment model of “Combining China’s Growth Momentum with Global Resources”. For more information, please visit www.fosun.com.

About Meadowbrook Insurance Group

Meadowbrook Insurance Group, Inc., based in Southfield, Michigan, is a leader in the specialty program management market. Meadowbrook includes several agencies, claims and loss prevention facilities, self-insured management organizations and six property and casualty insurance underwriting companies. Meadowbrook has twenty-eight locations in the United States. Meadowbrook is a risk management organization, specializing in specialty risk management solutions for agents, professional and trade associations, and small to medium-sized insureds. Meadowbrook Insurance Group, Inc. common shares are listed on the New York Stock Exchange under the symbol “MIG”. For further information, please visit Meadowbrook’s corporate web site atwww.meadowbrook.com.

Fosun Contacts

Edith Lui / Kate Zhao
Corporate Communications & Marketing Department
(852) 2509 3228 / (1) 646 490 9835
edithlui@fosun.com / katezhao@fosun.com

Meadowbrook Contacts

For Investors:
Karen M. Spaun
Meadowbrook
SVP & Chief Financial Officer
+1-248-204-8178

For Media:
Bryan Locke / Jenny Gore
Sard Verbinnen & Co.
+1-312-895-4700 

Cautionary Note Regarding Forward-Looking Statements

This communication may include certain statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements regarding the intent, belief, or current expectations of management, including, but not limited to, those statements that use the words “believes,” “expects,” “anticipates,” “estimates,” or similar expressions.  We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond control of the Company, which could cause actual results to differ materially from such statements.  Risks and uncertainties relating to the proposed transaction with the Company include, but are not limited to: the risk that the Company’s shareholders do not approve the transaction; uncertainties as to the timing of the transaction; the risk that regulatory or other approvals required for the transaction are not obtained or are obtained subject to conditions that are not anticipated; competitive responses to the transaction; litigation relating to the transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; disruption from the proposed transaction making it more difficult to maintain relationships with agents, wholesalers, suppliers, customers, policyholders and regulators; and other factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2013 filed with the U.S. Securities and Exchange Commission.

Important Additional Information

This communication is being made in respect of the proposed merger transaction involving Meadowbrook Insurance Group, Inc. (“Meadowbrook”) and Fosun International Limited. The proposed merger will be submitted to the shareholders of Meadowbrook for their consideration. In connection therewith, Meadowbrook intends to file relevant materials with the SEC, including a preliminary proxy statement and a definitive proxy statement. The definitive proxy statement will be mailed to the shareholders of Meadowbrook. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders may obtain free copies of the proxy statement, any amendments or supplements thereto and other documents containing important information about Meadowbrook, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Meadowbrook will be available free of charge on Meadowbrook’s website via the investor relations section of our website at www.meadowbrook.com or www.investorcalendar.com under the heading “Documents and Filings”. Shareholders of Meadowbrook may also obtain a free copy of the definitive proxy statement by contacting Meadowbrook’s Investor Relations Contact, Karen Spaun, at +1-248-204-8178.

The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Meadowbrook is set forth in its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 14, 2014, its annual report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on March 5, 2014, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation of the shareholders of  Meadowbrook and a description of their direct and indirect interests, by share holdings or otherwise, will be contained in the preliminary and definitive proxy statements and other relevant materials to be filed with the SEC when they become available.

Source:
Fosun International Limited
Meadowbrook Insurance Group, Inc.

Written by asiafreshnews

December 31, 2014 at 3:17 pm

Posted in Uncategorized

Alistair Capital Letter to Prudential Regulation Authority Expresses Concerns About AmTrust Financial Services, Inc.

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— Detailed Letter from Alistair Capital Management Explains the Need for an Investigation into Intra-Company and Related Party Reinsurance Agreements

NEW YORK, Dec. 31, 2014  /PRNewswire/ — Alistair Capital Management, L.L.C. (together with its affiliates, “Alistair Capital” or “the Firm”) today announced that Alistair Capital has delivered a letter to the Prudential Regulation Authority, a division of the Bank of England, regarding property and casualty insurer AmTrust Financial Services, Inc. (“AmTrust” or “the Company”) (NASDAQ: AFSI).

In the letter, the full text of which is available at http://www.alistaircapital.com/amtrust/, Alistair Capital describes why it believes AmTrust and its subsidiaries pose particular risk to the policyholders of AmTrust Europe, Ltd. and the Lloyd’s Central Fund.

Alistair Capital emphasizes that its primary concern is the counterparty risk associated with intra-company reinsurance agreements between AmTrust’s U.S., U.K., and Irish subsidiaries and AmTrust’s Bermuda-domiciled reinsurance captive, AmTrust International Insurance, Ltd. (“AII”).

In preparing its letter, Alistair Capital relied solely upon publicly available documents such as AmTrust’s filings with the Securities and Exchange Commission and similar agencies, foreign and domestic, whose materials are available online. Alistair Capital notes the conclusions expressed in its letter reflect the personal opinions of its President, Casey H. Nelson, which are based upon the materials referenced in the letter. Please be advised that as a result of its analysis and the concerns expressed in its letter, Alistair Capital Fund, L.P. maintains a short position in AmTrust common stock and owns put options on the same.

About Alistair Capital Management, L.L.C.

Alistair Capital Management, L.L.C. was founded in 2009 by Casey H. Nelson and manages Alistair Capital Fund, L.P.

Source: Alistair Capital Management, L.L.C.

Written by asiafreshnews

December 31, 2014 at 2:34 pm

Posted in Uncategorized

Growthgate Capital Successfully Sells Majority Stake in Able Logistics (UAE) to Kerry Logistics Network (HK)

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MANAMA, Bahrain, Dec. 30, 2014 /PRNewswire/ — Growthgate Capital, the Gulf-based investment firm announced today that it has exited from its investment in Able Logistics Group (Able) by selling its 70 percent equity stake therein to Kerry Freight Services (South Asia) Pte. Ltd., a wholly owned subsidiary of Kerry Logistics Network, for $32 million (subject to certain adjustments). Taking into account this transaction and prior dividends received, Growthgate Capital has realized a 3x returns on its investment in Able. The preparations for Able’s IPO which were announced in Q1 2014, were set aside indefinitely in favor of Kerry’s strategic buyout offer.

Logo: http://photos.prnewswire.com/prnh/20140321/675211

Able is a leading freight forwarder and logistics provider headquartered in Dubai, with additional operating bases in the Middle East and other key hubs in the Near and Far East. The transaction involved the acquisition of 70 percent of Able’s capital stock by Kerry Freight Services (South Asia). Kerry Logistics Network, the owner of Kerry Freight Services, is a publicly listed company in Hong Kong (stock code 00636) with a total market cap ofHK$20.5 billion as at December 29, 2014. Kerry is one of Asia’s major logistics providers with a global network that stretches across six continents, including an extensive distribution network and hub operations in Greater China and the ASEAN region.

Growthgate first invested in Able in 2007, when operations were limited to the UAE and few Asian destinations. Today the company operates from multiple bases in Dubai, Sharjah, Oman, Saudi Arabia, Afghanistan, and Hong Kong, with over 500 corporate customers including multinationals in diversified sectors such as electronics, food, and fast moving consumer goods. Able’s management expects to achieve $135 million in total revenues in 2014.

“We have always believed in Able’s business model, and the outstanding team led by Dr. Ghanem Al Hajri, Executive Chairman and Vijay Vikram, CEO. Since 2007, we have been continuously impressed by their commitment to delivery and the phenomenal results achieved. This is a great development for Able, as Kerry is the best strategic partner to take the company forward and give the senior management team the opportunity to propel the business on a wider scale as part of a global platform,” commented Karim A. Souaid, General Manager of Growthgate Capital.

“Since its establishment in 2001, Able has delivered consistent and outstanding growth quarter after quarter. Starting from scratch, the company has gained a significant market share of the corporate logistics and freight forwarding market in little over ten years, in a highly competitive and concentrated context, and a difficult economic climate. This tremendous success is the result of the combination of an ambitious project with a faultless execution by a great management team. We have consistently supported and funded Able, and are proud of its achievements,” added Souaid.

Vijay Vikram, CEO and co-founder of Able, said, “We have very much appreciated the steadfast support from Growthgate throughout the past years. As the only institutional investor in the company, Growthgate took the initial risk, and continued to support us ever since, committing valuable time, capital and efforts to build-up the platform in different markets and varying economic cycles. Growthgate has simply been an ideal growth partner.”

White & Case acted as international counsel for Growthgate Capital on the transaction whereby HLP LLC acted as local counsel. PwC further advised Growthgate on specific finance and accounting aspects of the transaction.

About Able Logistics

Able Logistics Group is an integrated provider of freight forwarding, land transportation, and warehousing services, and a regional leader in its business segment thanks to an extensive network than spans throughout theMiddle East and Asia; and a management team with over 35 years of experience. Since its inception in 2001, Able has evolved from an airfreight forwarder into a logistics service provider using multi-modal solutions to address the growing needs of governmental agencies; airlines, multinationals and conglomerates operating inAsia, Europe, Africa and the Middle East.

About Growthgate Capital

Growthgate Capital is a Gulf-based private investment firm that follows a “buy-and-build” strategy. The firm specializes in buying into well-managed companies with scalable business models, and leveraging those capabilities by acquiring/adding more entities to build up and grow said companies. Targets are principally selected from the GCC and other key markets of the MENA region. Growthgate Capital was formed in 2007 with$200m in permanent capital subscribed by a select group of shareholders including State-owned banks, public pension funds, and single-family offices from the Middle East.

The firm has completed to date four liquidity events including the sale of its stake in Roots Steel International (Saudi Arabia) in 2013, a partial exit from Able via a dividend recap in Q1 2014, the reverse takeover by Gama Aviation with Hangar 8 Plc and its subsequent listing on the London Stock Exchange; and the current strategic sale of Able to Kerry Logistics Networks. Growthgate Capital had, as of beginning of 2013, circa $1.65 billion in Assets-under-Monitoring and is managed by Growthgate Partners.

Contact: Sabina Lindstedt +971(0)4-3302220

Source: Growthgate Capital

Written by asiafreshnews

December 31, 2014 at 12:22 pm

Posted in Uncategorized