White Mountains sells NSM for $1.8b
White Mountains Insurance Group has commenced a "modified Dutch auction" self-tender offer to purchase up to $500 million in value of its common shares, at a purchase price not greater than $1,400 nor less than $1,250 per share, in cash, less any applicable withholding taxes and without interest.
The tender offer commenced on 22 August and will expire on 20 September, unless extended. White Mountain's common shares closed on the New York Stock Exchange at $1,305.13 per share on 19 August.
A "modified Dutch auction" self-tender offer allows shareholders to indicate how many shares and at what price within the company's specified range they wish to tender their shares. Based on the number of shares tendered and the prices specified by the tendering shareholders, the company will determine the lowest purchase price per share within the range that will enable it to purchase $500 million in value of shares, or if a lesser value of shares is properly tendered, all shares that have been properly tendered and not properly withdrawn.
In the event that shares representing more than $500 million in value are properly tendered in the tender offer, the company reserves the right to increase the number of shares sought in the tender offer by an amount not exceeding 2% of outstanding shares without extending the expiration time for the tender offer.
All shares purchased by the Company in the tender offer will be purchased at the same price regardless of whether the shareholder tendered at a lower price. The company will not purchase shares below a price stipulated by a shareholder, and in some cases, may actually purchase shares at a price above a shareholder's indication under the terms of the tender offer.
If the tender offer is fully subscribed, at the maximum purchase price of $1,400 per share, the company could purchase 357,142 shares, which would represent approximately 12.3% of shares outstanding and at the minimum purchase price of $1,250 per share, the company could purchase 400,000 shares, which would represent approximately 13.8% of the shares outstanding.
D.F. King & Co will serve as information agent for the tender offer. The dealer managers for the tender offer will be J.P. Morgan Securities LLC and Barclays Capital Inc.
White Mountains, self-tender offer