Endurance has announced the commencement of an exchange offer for all of the outstanding common shares of Aspen.
Under the terms of the exchange offer, each holder of Aspen common shares will have the right to receive for their shares, at their selection: all cash ($49.50 for each Aspen share); all Endurance common shares (0.9197 Endurance shares for each Aspen share); or a combination of cash and Endurance common shares (0.5518 Endurance common shares and $19.80 in cash for each Aspen share).
The election will be subject to a customary proration mechanism to achieve an aggregate consideration mix of 40 percent cash and 60 percent Endurance common shares. The terms and conditions of the exchange offer are set forth in the offering documents that Endurance is filing with the SEC.
The exchange offer will expire at 5:00 p.m., Eastern time, on Friday, August 29th, 2014, unless extended.
The offering documents, including a preliminary prospectus/offer to exchange and a related letter of election and transmittal, which describe the exchange offer and the means for Aspen shareholders to tender Aspen common shares into the offer will be delivered to Aspen shareholders.
Endurance commenced the exchange offer in connection with Endurance's increased proposal to acquire Aspen announced on June 2nd, 2014, which increased the consideration from $47.50 to $49.50 per Aspen common share. On that day, in connection with its increased proposal, Endurance filed a preliminary solicitation statement with the SEC seeking the support of Aspen's common shareholders, the details of which are available here.
Endurance, Aspen, common shares, takeover, exchange offer