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Tower-American Safety deal terminated

No deal: Tower Group International will not acquire American Safety Reinsurance, the Bermuda-based subsidiary of American Safety Insurance Holdings.

Tower Group International said yesterday that it will not acquire American Safety Reinsurance (ASRe) as it had announced in June.Tower, an international insurer which is Bermuda-based and provides range of insurance products in the US and speciality reinsurance products globally, had planned to acquire ASRe — which is the Bermuda-based reinsurance subsidiary of American Safety Insurance Holdings (ASI) — from Fairfax Financial Holdings Limited, for approximately $59 million.Tower will receive $5 million in exchange for the termination of the agreementThe purchase of ASRe had been expected to close in the second half of 2013, following the completion of Fairfax Financial's acquisition of ASI.The planned acquisition was to have resulted in the operations and employees of ASRe combining with Tower's Bermuda reinsurer, Tower Reinsurance (Tower Re).At the time, Tower's president and chief executive officer Michael Lee had said: “The acquisition of ASRe enables us to diversify and expand our speciality reinsurance business and clients as well as to accelerate our development of our newly formed Bermuda reinsurance business platform needed to support this growing business.“ASRe's speciality casualty-focused reinsurance business will complement and further diversify Tower Re's existing business, which is primarily comprised of qualifying quota share reinsurance treaty business for Lloyd's syndicates and property retrocessional excess quota share business underwritten with select partners.”He added: “We will also benefit from the addition of ASRe's experienced casualty underwriting, support staff and extensive network of reinsurance brokers and speciality insurance company clients in the US.“We expect this acquisition to generate approximately $40 million of premiums and be modestly accretive to Tower's earnings in 2013, with a growing profit contribution beginning in 2014.”On Friday, Tower Group International also announced that it has received a notification letter from the NASDAQ Stock Market (NASDAQ) on August 15 stating that because they have not yet filed their quarterly report on form 10-Q for the period ended June 30, 2013 with the Securities and Exchange Commission, it was not in compliance with the continued listing requirements under NASDAQ Listing Rule 5250(c)(1).When Tower announced the delay at the beginning of August, they said that management had concluded that additional time was needed to: “Review matters relating to the estimate of its loss reserves and, primarily due to the integration of the Canopius Bermuda merger, its allocation of goodwill and certain tax accounts. The company is working to resolve these matters with the assistance of outside professionals. The company cannot currently predict the length of time of its review.”Tower Group had announced the closing of its merger with Canopius Holdings Bermuda (Canopius Bermuda) in March.A press release explained: “Tower will become an indirect wholly-owned subsidiary of Canopius Bermuda, which will change its name ... to Tower Group International, Ltd. (Tower Ltd.).”Tower stated in their announcement on Friday: “This press release is being issued in accordance with NASDAQ Listing Rule 5810(b),” adding: “The NASDAQ notice has no immediate effect on the listing or trading of the company's common stock on The NASDAQ Stock Market. Under NASDAQ listing rules, the company has 60 days to submit a plan to NASDAQ to regain compliance with the applicable listing rule.“The company expects to file the 10-Q with the SEC within 30 days and thereby regain compliance with the NASDAQ continued listing rules.”