Gerova merger deal called off
Bermuda-based Gerova Financial Group’s merger with UK investment bank Seymour Pierce has been called off.New York-based broker dealer Ticonderoga Securities, which was also planning to join the three-way merger, said it too had terminated discussions with Gerova.Reports of the merger talks collapse came in the London-based Financial Times newspaper on Friday.The proposed deal between Gerova and Seymour Pierce, reportedly worth $60 million, was due to be completed next month.But over the past few weeks, Gerova’s shares have plummeted, after a US researcher cast doubt over the value of assets held by Gerova and four directors were ousted in a boardroom shake-up.On Friday the company said that “in light of recent developments it is no longer pursuing a possible transaction with Gerova Financial and has ceased all discussions with the company”.Keith Harris, Seymour Pierce’s chairman and chief executive is a well known dealmaker in the UK, particularly in the world of Premier League football. His financial services to clubs including Chelsea and Newcastle United have earned him the nickname “Mr Football”.Gerova redomiciled from the Cayman Islands to Bermuda last year and set up a life reinsurance company that operates out of Cumberland House, on Victoria Street.Last week, the New York Stock Exchange (NYSE) suspended trading in Gerova shares, with the share price at $5.28, a dramatic fall from its high of $92.50 last June.The NYSE said it was looking into whether Gerova needed to make further disclosures and evaluating the suitability for the continued listing of the shares. They have not traded since.Last month, a report by American research company Dalrymple Finance questioned the level of financial disclosure by Gerova, accusing it of withholding information on asset quality and not disclosing related-party transactions.Documents also showed that US financial regulator, the Securities and Exchange Commision, had expressed doubts about the asset values of Stillwater, a money management firm purchased by Gerova last June, but apparently chose to take no further action.A lack of recent publicly available financial results has left the market value of assets on Gerova’s balance sheet unclear to analysts. The latest figures are from 2009, and do not include an audited valuation of Stillwater.As a Bermuda-based “foreign private issuer”, Gerova is required by the US Securities and Exchanges Commission to only report a set of annual results within six months of its year end. The next set is due in June.Last week Gerova said: “It is the company’s intention to release audited financial statements as quickly as they are completed but we cannot offer any accelerated date at this time.”Gerova hired Kroll, an intelligence company, to investigate possible “market manipulation and collusion” aimed at driving down its share price.Confidence in Gerova was further undermined when Dennis Pelino, the man chosen to be its new chairman after the boardroom shake-up, withdrew his name from consideration. The company has not announced an alternative candidate.