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Argo investors overwhelmingly approve $1.1bn takeover

Argo Group shareholders have approved the company’s agreement and plan of merger with Brookfield Reinsurance (Photograph by David Fox)

Shareholders of Argo Group International Holdings Ltd have voted overwhelmingly to approve an agreement for Brookfield Reinsurance Ltd to acquire Argo in an all-cash transaction valued at approximately $1.1 billion.

In a filing with the US Securities and Exchange Commission, Argo said shareholders having 27.5 million shares voted for the agreement and plan of merger, while shareholders having 237,797 shares voted against, and shareholders having 98,387 shares abstained.

The approval came despite two shareholders filing lawsuits in New York saying important information was omitted from the proxy statement describing the takeover.

The Bermudian-based specialty insurer announced in February that it had entered into a definitive merger agreement with Brookfield.

The company said the merger remains subject to other customary closing conditions, including receipt of required regulatory approvals.

Argo and Brookfield expect to complete the merger in the second half of 2023.

As part of the agreement, each issued and outstanding Argo common share will be converted into the right to receive $30 in cash at closing of the merger, funded by existing cash on hand and liquidity available to Brookfield Reinsurance.

The transaction is not subject to any financing condition or contingency.

Each of Brookfield Reinsurance’s and Argo’s boards of directors unanimously approved the merger agreement.

The shareholder approval marks the latest milestone for the company which has had a contentious recent history.

Argo emerged in December from a long-running and bruising clash that included a battle for boardroom control with a new slate of directors in December.

Just before Christmas, the company announced a certified board and unanimous agreement on the issues ahead.

By February, the company said, it had completed the sale of a Lloyd’s Syndicate. Days later, key shareholders were able to announce what they had long lobbied for – a sale of the company.

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Published April 21, 2023 at 7:46 am (Updated April 21, 2023 at 7:46 am)

Argo investors overwhelmingly approve $1.1bn takeover

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