Sirius announces merger plan with Easterly Acquisition

25-06-2018

Sirius International Insurance Group, has signed a merger deal with Easterly Acquisition that will see Sirius become a publicly listed company. 

Under the terms of the agreement, Easterly would merge with a subsidiary of Sirius Group and become a wholly owned subsidiary of Sirius Group.  Once the merger is closed, Easterly's common stock would be exchanged for Sirius Group's common shares at a price of 1.05x Sirius Group's pro forma diluted GAAP book value per share as of June 30, 2018.  Following the merger, Sirius Group's common stock will be traded on the NASDAQ.

Assuming no redemptions by Easterly stockholders, the proposed all-stock transaction is expected to yield a combined entity with a pro forma market capitalisation of approximately $2.2 billion at closing, with current Easterly stockholders owning approximately 7 percent of the combined company immediately following the merger.  Under the terms of the agreement, Sirius intends to execute a private placement of common shares and request Easterly to commence a tender offer to purchase Easterly's public warrants on terms to be mutually agreed upon between Sirius and Easterly.

"We are pleased to become a public company though our partnership with Easterly," said Allan Waters, president, chief executive officer (CEO) and chairman of Sirius Group. "Access to the public equity markets will facilitate and accelerate our future growth via M&A transactions and organically."

"We are excited to bring a company of the scale and stature of Sirius into the public markets," said Avshalom Kalichstein, CEO of Easterly.  "We believe this transaction will offer tremendous value to our shareholders."

Easterly has scheduled a special meeting of its stockholders for June 28, 2018 to approve an extension of time to complete a business combination through November 30, 2018. In the event that Easterly's stockholders approve the extension period, Sirius Group has agreed to lend to Easterly $0.03 per month through the extension period for each public share that is not redeemed at Easterly's special meeting of its stockholders on June 28, 2018.  Easterly will deposit such loan proceeds into its trust account upon receipt. The loan will be forgiven if the Merger does not close by November 30, 2018.

In addition, the agreement for Sirius Group to acquire a controlling interest in The Phoenix Holdings will terminate on or prior to July 2, 2018. In November Sirius International Insurance Group decided to exercise its call option to acquire all of Delek Group’s remaining 47.35 percent stakes in Phoenix Holdings, a leading insurance group in Israel that writes life and non-life business, for a cash sum of NIS 2.3 billion ($656 million).

Sirius, Easterly, group, merger, company, Acquisition, stockholders, public, insurance, common, International, terms, publicly, listed, NASDAQ

Bermuda Re