Argus, BF&M set dates for special general meetings
Shareholders of Argus Group are to vote on the company’s proposed amalgamation with BF&M Ltd, and shareholders of the latter company are to vote on issues arising from the merger agreement, at special general meetings on December 23.
The two domestic insurers announced in June that they intended to merge.
Approvals sought at the two meetings are the final hurdles that must be cleared before the deal goes ahead.
Should approvals be given, the amalgamation is expected to close on January 6.
Argus shareholders will first be asked, at a completely virtual meeting at 9am on December 23, to approve a resolution amending the company’s bylaws to reduce the shareholder vote required to approve an amalgamation of Argus with a third party from three-fourths of the votes cast, in person or by proxy, at a general meeting of shareholders at which a quorum is present to a simple majority of the votes cast.
Thereafter, they will be asked to consider and vote on the amalgamation itself.
Under the terms of the plan of amalgamation, Argus will amalgamate with Eleos Health Ltd, a wholly owned subsidiary of BF&M, with Argus shareholders receiving 0.251 BF&M common shares for each Argus share that they hold.
Following completion of the amalgamation, the common shares of the enlarged company, including those issued to former Argus shareholders, will continue to be listed on the Bermuda Stock Exchange.
Argus shares will be delisted upon completion of the amalgamation.
In due course, following completion, the enlarged company will be renamed. Due to the transaction’s structure, BF&M shareholders are not required to vote to approve the amalgamation.
Shareholders of BF&M will consider certain governance changes in connection with the amalgamation at an in-person meeting at 11am on December 23.
They will also be asked to approve an increase in the authorised share capital of BF&M from $10 million to $20 million through the creation of an additional ten million BF&M shares.
BF&M shareholders must approve the share capital increase and the adoption of post-completion BF&M bylaws in order for the amalgamation to complete on the terms of the amalgamation agreement.
Should the amalgamation complete, existing BF&M shareholders will own approximately 60 per cent of BF&M, while existing Argus shareholders will own approximately 40 per cent of BF&M.
The Bermuda Stock Exchange has confirmed, with the agreement of the companies, that it will halt trading in both Argus shares and BF&M shares from the close of business on December 20 until completion of the amalgamation.
• For more about the special general meetings, see Related Media
You must be Registered or to post comment or to vote.
