Watford Holdings Ltd. Board of Directors Determines Proposal from Enstar Group Limited Could Reasonably be Expected to Result in a "Superior Proposal"
Under the merger agreement with Arch, the determination by the Company's Board allows the Company, subject to Enstar entering into an Acceptable Confidentiality Agreement (as defined in the merger agreement with Arch) with the Company, to provide information to and conduct discussions and negotiations with Enstar. The Company’s Board has not determined that Enstar’s proposal in fact constitutes a Superior Proposal under the current provisions of the merger agreement with Arch and has not changed its recommendation in support of the merger with Arch.
There can be no assurance that the discussions with Enstar will result in the Company's Board’s determination that the Enstar proposal is a Superior Proposal or the consummation of a transaction that is superior to the pending transaction with Arch or that the terms of any new transaction will be the same as those reflected in Enstar's proposal.
As announced on
Morgan Stanley is acting as financial advisor to Watford, and
Cautionary Note Regarding Forward-looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward−looking statements. This release or any other written or oral statements made by or on behalf of Watford and its subsidiaries may include forward−looking statements, which reflect Watford's current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this release are forward−looking statements, including statements regarding the pending merger with Arch and the unsolicited, non-binding proposal from Enstar; the expected benefits of the proposed transactions; and any assumptions underlying any of the foregoing. Forward−looking statements can generally be identified by the use of forward−looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or their negative or variations or similar terminology. Forward−looking statements involve Watford's current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: uncertainties regarding any determinations made by Watford’s Board of Directors following its evaluation of the Enstar proposal, the actions of Arch in response to any Watford discussions with Enstar, the results of Watford's discussions with Enstar, and the impact of actions of other parties with respect to any discussions with Enstar and the potential consummation of the pending merger with Arch; Enstar's proposal is non-binding and may change; legal proceedings may be initiated against Watford or its directors related to the discussions with Enstar or the merger agreement with Arch; the business of Watford may suffer as a result of uncertainty surrounding the proposed transactions and there may be challenges with employee retention as a result of the proposed transactions; the proposed transactions may involve unexpected costs, liabilities or delays; adverse general economic and market conditions; increased competition; pricing and policy term trends; fluctuations in the actions of rating agencies and Watford's ability to maintain and improve its ratings; investment performance; the loss of key personnel; the adequacy of Watford's loss reserves, severity and/or frequency of losses, greater than expected loss ratios and adverse development on claim and/or claim expense liabilities; greater frequency or severity of unpredictable natural and man-made catastrophic events, including pandemics such as COVID-19; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. All subsequent written and oral forward−looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Watford does not undertake any obligation to publicly update or revise any forward−looking statement, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger with Arch, Watford intends to file relevant materials with the
Participants in the Solicitation
Watford and its directors, executive officers and employees and certain other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Watford’s directors and executive officers is available in its definitive proxy statement for its 2020 annual meeting of shareholders filed with the
Source: Watford Holdings Ltd.