HAMILTON, Bermuda, Nov. 24, 2020 /PRNewswire/ -- Third Point
Reinsurance Ltd. (NYSE: TPRE) ("Third Point Re"), a specialty
reinsurer, and Sirius International Insurance Group, Ltd. (Nasdaq:
SG) ("Sirius Group"), a global multi-line insurer and reinsurer,
announced that at their respective special general meetings of
shareholders held on November 23,
2020, Third Point Re and Sirius Group shareholders voted to
approve all proposals required to complete the combination of Third
Point Re and Sirius Group pursuant to the previously announced
Agreement and Plan of Merger, dated as of August 6, 2020 (the "Merger Agreement"), by and
among Third Point Re, Sirius Group and Yoga Merger Sub Limited.
Dan Malloy, Third Point Re's CEO,
stated, "We are very pleased that shareholders have approved the
merger, the associated Dan Loeb
equity issuance, and seven of eight of the proposed bye-law
changes. These approvals keep us on track to close the transaction
in line with the previously announced target of the first quarter
of 2021."
At the Third Point Re special general meeting, the Third Point
Re shareholders approved a number of proposals relating to the
transaction, including:
- the issuance of Third Point Re common shares to Sirius Group
shareholders in connection with the closing of the
transaction;
- the issuance of Third Point Re common shares to Daniel S. Loeb pursuant to an equity commitment
letter;
- amendments to Third Point Re's Amended & Restated Bye-laws
(the "Bye-laws"); and
- the change of Third Point Re's name to "SiriusPoint Ltd." upon
consummation of the transaction.
The only proposal that Third Point Re shareholders did not
approve related to amending the Bye-laws to remove the requirement
that certain historical investors consent to amendments to the
Bye-laws that have a material adverse effect on that investor.
While this proposal received an affirmative vote from a majority of
all outstanding Third Point Re shares, it did not meet the required
threshold of 66.67% of all outstanding Third Point Re shares. The
non-approval of this proposal will not impact the merger with
Sirius Group or have an impact on the business.
Third Point Re and Sirius Group anticipate that the transaction
will be completed during the first quarter of 2021, subject to the
satisfaction or waiver of all closing conditions.
The final vote results on the proposals voted on at the Third
Point Re special general meeting and the Sirius Group special
general meeting will be set forth in separate Form 8-Ks filed by
each of Third Point Re and Sirius Group, following final
certification by each company's inspector of elections.
About Third Point Re
Third Point Re is a public
company listed on the New York Stock Exchange which, through its
wholly-owned subsidiaries Third Point Reinsurance Company Ltd. and
Third Point Reinsurance (USA)
Ltd., writes property and casualty reinsurance business. Third
Point Reinsurance Company Ltd. and Third Point Reinsurance
(USA) Ltd. each have an "A-"
(Excellent) financial strength rating from A.M. Best Company,
Inc.
About Sirius Group
Sirius Group, with $2.5 billion of total capital and roots dating
back to 1945, is a global multi-line (re)insurer headquartered in
Bermuda with a unique global
branch network, including offices in Stockholm, New
York and London. Sirius
Group provides a fully diversified set of tailored risk products to
clients in approximately 150 countries, including health and travel
products to consumers through its two managing general
underwriters, ArmadaCare and International Medical Group. Sirius
Group has been publicly traded on Nasdaq since November 2018. You can learn more by visiting
www.siriusgroup.com.
Where to Find Additional Information
This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the Merger. In connection with
the Merger, Third Point Re filed with the SEC on October 23, 2020 a final joint proxy
statement/prospectus ("Joint Proxy Statement/Prospectus"), which
was declared effective by the SEC, and each of Third Point Re and
Sirius Group may be filing with the SEC other documents regarding
the Merger. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE IT CONTAINS IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy
of the Joint Proxy Statement/Prospectus and other documents filed
by Third Point Re and Sirius Group with the SEC at
http://www.sec.gov. Free copies of the Joint Proxy
Statement/Prospectus and each company's other filings with the SEC
may also be obtained from the respective companies. Free copies of
documents filed with the SEC by Third Point Re will be made
available free of charge on Third Point Re's investor relations
website at https://www.thirdpointre.com/investors/. Free copies of
documents filed with the SEC by Sirius Group will be made available
free of charge on Sirius Group's investor relations website at
https://ir.siriusgroup.com/.
Forward-Looking Statements
Information set forth in
this communication, including financial estimates and statements as
to the expected timing, completion and effects of the proposed
merger between Third Point Re and Sirius Group, constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These estimates and statements are subject to risks and
uncertainties, and actual results might differ materially. Such
estimates and statements include, but are not limited to,
statements about the benefits of the merger, including future
financial and operating results, the combined company's plans,
objectives, expectations and intentions, and other statements that
are not historical facts. Such statements are based upon the
current beliefs and expectations of the management of Third Point
Re and Sirius Group and are subject to significant risks and
uncertainties outside of our control. Among the risks and
uncertainties that could cause actual results to differ from those
described in the forward-looking statements are the following:
(1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement,
(2) the risk that the necessary regulatory approvals may not
be obtained or may be obtained subject to conditions that are not
anticipated, (3) risks that any of the closing conditions to
the proposed merger may not be satisfied in a timely manner, and
(4) the risk that SiriusPoint may not achieve the expected benefits
of the transaction. Discussions of additional risks and
uncertainties are contained in Third Point Re's and Sirius Group's
filings with the Securities and Exchange Commission. Neither Third
Point Re nor Sirius Group is under any obligation, and each
expressly disclaims any obligation, to update, alter, or otherwise
revise any forward-looking statements, whether written or oral,
that may be made from time to time, whether as a result of new
information, future events, or otherwise. Persons reading this
announcement are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date
hereof.
Contact Us
For Third Point Re
Media
Mairi Mallon
Rein4ce
mairi.mallon@rein4ce.co.uk
+44 7843 067533
Investors
Christopher S.
Coleman – Chief Financial Officer
+1 (441) 542-3333
investorrelations@thirdpointre.bm
For Sirius Group
Lynda Caravello
lynda.caravello@SiriusGroup.com
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SOURCE Third Point Reinsurance Ltd.