HAMILTON, Bermuda, May 26, 2023
/PRNewswire/ -- White Mountains Insurance Group, Ltd. (NYSE: WTM)
("White Mountains") today announced that it and its wholly owned
subsidiary, WM Hinson (Bermuda)
Ltd. ("WM Hinson" and together with White Mountains, the
"Purchasers"), have commenced a cash tender offer to purchase up to
an aggregate of 5,000,000 shares of Class A Common Stock,
$0.01 par value per share (each, a
"Common Share"), of MediaAlpha, Inc., a Delaware corporation (NYSE: MAX) (the
"Company"), at a price of $10.00 per
Common Share, net to the seller in cash, less any applicable
withholding taxes and without interest (the "Offer"). If the
Purchasers accept any Common Shares for purchase pursuant to the
Offer, WM Hinson will purchase all such accepted Common Shares. The
Offer is being made on the terms and subject to the conditions set
forth in the Offer to Purchase and the related Letter of
Transmittal, each dated May 26,
2023.
The Purchasers are making this Offer because they believe the
Company's Common Shares represent an attractive investment. The
Offer is not made for the purpose of acquiring or influencing
control of the business of the Company. The Company is a
"controlled company" under the rules of the NYSE, and following the
Offer, an affiliate of the Purchasers will continue to have certain
control rights over the Company as provided in the Stockholders'
Agreement as described the Offer to Purchase.
The Offer is scheduled to expire at one minute following
11:59 p.m., New York City time, on Monday, June 26, 2023 unless the Offer is
extended or terminated (such date and time, as they may be
extended, the "Expiration Date"). Any extension of the Offer will
be announced publicly on the first business day after the
Expiration Date.
The Offer is not conditioned on the receipt of financing. The
Offer is, however, conditioned on a minimum number of 2,500,000
Common Shares being properly tendered and not properly withdrawn
and to certain other conditions, which are set forth in the Offer
to Purchase.
Holders interested in tendering their Common Shares must do so
in accordance with the procedures set forth in the Offer to
Purchase. Complete terms and conditions of the Offer are set forth
in the Offer to Purchase, Letter of Transmittal and other related
materials, which are being filed today by the Purchasers with the
Securities and Exchange Commission (the "SEC").
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials are available free of charge from D.F. King &
Co., Inc., the information agent for the Offer. Questions regarding
the Offer and requests for assistance in connection with the Offer
may be directed to D.F. King by contacting (877) 896-3199
(toll-free). Banks and brokers may contact D.F. King at (212)
269-5550 or max@dfking.com or the dealer manager, J.P. Morgan
Securities LLC at (877) 371-5947 (toll-free). Computershare Trust
Company, N.A. is acting as depositary for the Offer. J.P. Morgan
Securities LLC is acting as Dealer Manager in connection with the
Offer.
White Mountains Insurance Group,
Ltd.
White Mountains Insurance Group, Ltd., based in Hamilton, Bermuda, is a diversified insurance
and related financial services holding company.
Forward-Looking Statements
This press release contains certain forward-looking statements
and therefore is subject to risks and uncertainties. These
forward-looking statements generally are identified by the words
"believe", "project", "expect", "anticipate", "estimate", "intend",
"strategy", "future", "opportunity", "plan", "may", "should",
"will", "would", "will be", "will continue", "will likely result",
and similar expressions, and include statements regarding the
conduct, terms and completion of the Offer. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
release. You should carefully consider these and other
uncertainties described in the Offer to Purchase and the other
tender offer documents that have been or will be delivered to you
or filed by the Purchasers with the SEC. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not
to put undue reliance on forward-looking statements. None of the
Purchasers or any of their directors, officers or affiliates give
any assurance that they will achieve their expectations. The
inclusion of any statement in this press release does not
constitute an admission by the Purchasers or their directors,
officers or affiliates or any other person that the events or
circumstances described in such statement are material.
No Offer or Solicitation
This press release is provided for informational purposes only
and does not constitute an offer to purchase or a solicitation of
an offer to sell any securities, nor is it a substitute for the
tender offer materials that the Purchasers are filing today (or
that the Company will file) with the SEC, including among other
materials a tender offer statement on Schedule TO containing the
Offer to Purchase, the Letter of Transmittal, and other materials
relating to the Offer. HOLDERS OF COMMON SHARES ARE URGED TO
CAREFULLY READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR COMMON SHARES. The Offer to Purchase and
related Letter of Transmittal will be made available free of charge
at the SEC's website at www.sec.gov.
CONTACT: Rob
Seelig
(603) 640-2212
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SOURCE White Mountains Insurance Group, Ltd.