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BF&M-Argus deal moves a step closer

The BF&M insurance building on Pitts Bay Road (File photograph)

Domestic insurer BF&M Ltd today acquired more than seven million shares in Argus Group Holdings Ltd as it moved closer to completing the amalgamation of the two companies.

In a statement filed with the Bermuda Stock Exchange, BF&M said: “Following receipt of all requisite regulatory confirmations of no objections [as applicable], BF&M acquired 7,092,325 shares in Argus on 4 December 2024, pursuant to an exclusive option and a dedicated fund investment entered into on 10 October 2023 as part of its strategic partnership with Equilibria Capital Management Ltd.”

BF&M said it now owns approximately 32.24 per cent of the issued shares in Argus.

Under the terms of the amalgamation agreement announced on June 28, BF&M said completion of this share transaction was a condition to completion of the proposed amalgamation of Argus with a wholly owned subsidiary of BF&M.

The company added: “BF&M will set the record date for the BF&M shareholders meeting at which BF&M shareholders will be given the opportunity to vote on certain governance matters related to the amalgamation.”

The two companies announced in June that they were to merge after signing a definitive amalgamation agreement.

They said that there was a planned completion date for the merger in the fourth quarter of this year.

Under the terms of the agreement, Argus will amalgamate with Eleos Health Ltd, a wholly owned subsidiary of BF&M.

Meanwhile, Argus announced in a filing with the BSX that following receipt of all requisite regulatory approvals and confirmations of no objections (as applicable), Holdco 123 Ltd, a subsidiary of Argus, today commenced the process to acquire 3,394,403 shares in BF&M from Lawrie (Bermuda) Ltd, a wholly owned subsidiary of Camellia plc, pursuant to a share purchase agreement announced on June 6, 2023.

Completion is expected imminently, Argus said.

It added: “Under the terms of the amalgamation agreement announced on 28 June 2024, completion of this share transaction is a condition to completion of the proposed amalgamation of Argus with a wholly owned subsidiary of BF&M.”

Argus said it will shortly set the record date for the Argus shareholder meeting at which Argus shareholders will be given the opportunity to vote on the amalgamation.

In order to fund part of the purchase price of the BF&M shares, Argus said, it incurred secured debt of $50 million pursuant to a senior facility agreement entered into by Argus with HSBC Bank Bermuda Ltd and Truist Securities Inc, which is due three years from today’s date, unless extended.

Following completion of the proposed amalgamation, this debt will be assumed by the combined group, Argus said.

Argus headquarters on Wesley Street in Hamilton (Photograph by David Fox)
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Published December 04, 2024 at 6:53 pm (Updated December 05, 2024 at 7:43 am)

BF&M-Argus deal moves a step closer

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