Shareholders set to vote on BF&M-Argus merger

The way has been cleared for the shareholders of Bermuda domestic insurers BF&M and Argus to vote on the merger of the two companies. 

Both companies executed previously announced share transfers with minority shareholders of the companies which were needed to pave the way for the shareholder meetings, dates for which are still to be set. 

 Argus said a subsidiary had commenced the process of acquiring 3,394,403 shares in BF&M from Lawrie (Bermuda), a wholly owned subsidiary of Camellia Plc, pursuant to a share purchase agreement announced on 6 June 2023. Completion is expected imminently. 

At the same time, BF&M said it had completed the purchase of 7,092,325 shares in Argus, pursuant to an exclusive option and a dedicated fund investment entered into on October 10, 2023 as part of its strategic partnership with Equilibria Capital Management. The purchase means BF&M owns 32.4% of Argus. 

 Both transactions were agreed in 2023 when the companies were in the midst of a takeover fight. That dispute was resolved when the insurers agreed to merge, creating what is likely to be the island’s biggest domestic insurer. 

Completion of both transactions were required for shareholder meetings to go ahead. In the shareholder meetings, Argus shareholders will be asked to agree to the merger, while BF&M shareholders will be asked to approve “certain governance matters related to the amalgamation”. 

Argus said that in order to fund part of the purchase price of the BF&M shares, it incurred secured debt of $50 million pursuant to a three-year senior facility agreement with HSBC Bank Bermuda and Truist Securities. 

Following completion of the merger, this debt will be assumed by the combined group. 

Argus said Moelis & Company served as its exclusive financial advisor and capital markets advisor while Truist Securities was also a capital markets advisor. 

Following the merger, BF&M chief executive officer Abigail Clifford is expected to become CEO of the combined group. 

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