TORONTO and BARBADOS, Oct. 19,
2022 /CNW/ - Sagicor Financial Company Ltd. (TSX:
SFC) ("Sagicor" or "Company") has been notified of an unsolicited
mini-tender offer by New York Stock and Bond LLC to purchase 10,000
common shares1 in the capital of the Company from
Sagicor's shareholders at a price of US$4.00 per common share. The unsolicited offer
represents a discount of approximately 12% to the closing price of
the common shares on the TSX on September
20, 20222, the last trading day before the offer
was commenced, and a discount of approximately 10% to the closing
price of the common shares on the TSX on October 18, 2022. 3 The common shares
do not trade on a recognized stock exchange in the United
States.
Sagicor does not endorse New York Stock and Bond LLC's
unsolicited offer, has no association with New York Stock and Bond
LLC or its offer, and does not recommend acceptance of the offer.
New York Stock and Bond LLC's offer has been made at a price below
the current market price for the common shares.
Mini-tender offers such as New York Stock and Bond LLC's seek a
small number of a class of outstanding shares and so avoid many of
the investor protections like disclosure and procedural protections
applicable to most bids under Canadian law. Securities
regulators have expressed serious concerns about mini-tender
offers, including the possibility that investors might tender to
such offers without understanding the offer price relative to the
actual market price of their securities. The Canadian Securities
Administrators have issued long-standing guidance on the practice
of mini-tenders, which can be found here. Additionally, the
United States Securities and Exchange Commission (SEC) has
cautioned investors about mini-tender offers noting that "some
bidders make mini-tender offers at below-market prices, hoping that
they will catch investors off guard if the investors do not compare
the offer price to the current market price." The SEC
published investor tips regarding these offers on its website which
can be found here.
Sagicor urges shareholders to obtain current market quotes for
their common shares and to consult with their broker or financial
advisor in considering New York Stock and Bond LLC's offer.
According to New York Stock and Bond LLC's offer, Sagicor
shareholders who have already tendered their common shares can
withdraw their common shares at any time before 5:00 P.M. (New York City Time) on November 2, 2022 (unless the offer is extended)
by following the procedure described in New York Stock and Bond
LLC's offer documents.
About Sagicor Financial Company Ltd.
Sagicor Financial Company Ltd. (TSX: SFC) is a leading financial
services provider in the Caribbean, with over 180 years of history, and
has a growing presence as a provider of life insurance products in
the United States. On August 25,
2022, Sagicor announced that it entered into a definitive
agreement to acquire ivari, a leading middle-market individual life
insurer in Canada with over 80
years of history in the region. Sagicor offers a wide range
of products and services, including life, health, and general
insurance, banking, pensions, annuities, and real estate. Sagicor's
registered office is located at Clarendon House, 2 Church Street,
Hamilton, HM 11, Bermuda, with its principal office located at
Cecil F De Caires Building, Wildey, St.
Michael, Barbados.
Additional information about Sagicor can be obtained by visiting
www.sagicor.com.
Cautionary Statements
Certain information contained in this news release may
be forward-looking statements within the meaning of Canadian
securities laws. Forward-looking statements are often, but not
always identified by the use of words such as "expect",
"anticipate", "believe", "foresee", "could", "estimate", "goal",
"intend", "plan", "seek", "will", "may", "would" and "should" and
similar expressions or words suggesting future outcomes. This news
release includes forward-looking information and statements
pertaining to the mini-tender offer from New York Stock and Bond
LLC. These forward-looking statements reflect material factors and
expectations and assumptions of Sagicor. Sagicor's estimates,
beliefs and assumptions are inherently subject to uncertainties and
contingencies regarding future events and as such, are subject to
change. Risks and uncertainties not presently known to
Sagicor or that it presently believes are not material could cause
actual results or events to differ materially from those expressed
in its forward-looking statements. Additional information on these
and other factors that could affect events and results are included
in other documents and reports that will be filed by Sagicor with
applicable securities regulatory authorities and may be accessed
through the SEDAR website (www.sedar.com). Readers are
cautioned not to place undue reliance on these forward-looking
statements, which reflect Sagicor's expectations only as of the
date of this press release. Sagicor disclaims any obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by law.
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1 Sagicor
only has common shares issued and outstanding. New York Stock
and Bond LLC's tender offer document mischaracterizes Sagicor's
common shares as "ordinary shares". According to the terms
set out New York Stock and Bond LLC's offer, it reserves the right
to purchase an additional amount of common shares over and above
10,000 common shares, with such amount is not to exceed two percent
(2%) of the issued and outstanding common shares.
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2 Based on
the daily USD to CAD exchange rate published by the Bank of Canada
on September 20, 2022.
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3 Based on
the daily USD to CAD exchange rate published by the Bank of Canada
on October 18, 2022.
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SOURCE Sagicor Financial Company Ltd.