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Shareholders clear way for Argus-BF&M merger

The BF&M Insurance Building on Pitts Bay Road in Pembroke (File photograph)

Shareholders in Argus Group and BF&M Ltd have cleared the way for the amalgamation of the companies into a domestic insurance powerhouse.

Argus shareholders approved the amalgamation deal, first announced in June, at a virtual special general meeting that convened yesterday at 9am.

Two hours later, shareholders of BF&M met and approved certain governance matters in connection with the amalgamation at an in-person meeting, clearing the final hurdle for the deal to go through.

The companies said shareholders in both cases were “overwhelmingly in favour”.

Under the terms of the amalgamation agreement, receipt of approval from Argus shareholders of the amalgamation, and receipt of approval from BF&M shareholders of those governance matters, were conditions to completion of the amalgamation.

With these conditions now satisfied, the companies said, the amalgamation is expected to complete on January 6.

Trading in BF&M’s shares and Argus’s shares on the Bermuda Stock Exchange will continue to be suspended pending closing of the amalgamation.

All necessary regulatory approvals have been granted.

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.

Post-amalgamation, BF&M shareholders will own approximately 60 per cent of the combined company, while existing Argus shareholders will own approximately 40 per cent.

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 BSX.

Argus shares will be delisted upon completion of the amalgamation.

In due course, following completion, the enlarged company will be renamed.

The companies previously announced that Abigail Clifford, group president and chief executive of BF&M, will be chief executive of the combined group and Peter Dunkerley, chief financial officer and deputy chief executive of Argus, will become chief financial officer.

Argus chief executive Alison Hill is not joining the combined company.

The board will consist of ten directors: six existing BF&M directors, Ms Clifford, Anthony Joaquin, Conor O’Dea, Gordon Henderson, Andrew Lo and Paul Markey, and four existing Argus directors, David Brown, Barclay Simmons, Costas Miranthis and Kim Wilkerson.

Argus Group on Wesley Street in Hamilton (File photograph)
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Published December 24, 2024 at 8:01 am (Updated December 24, 2024 at 8:14 am)

Shareholders clear way for Argus-BF&M merger

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