20 January 2012
Barbican Group Holdings Limited
("Barbican" or the "Company")
Letter to the Board of Directors of Omega Insurance Holdings Limited ("Omega")
See below the text of a letter dated 19 January 2012 sent to the Board of Omega from Clint D. Carlson (CIO Carlson Capital L.P.) and David Reeves (CEO Barbican). The letter outlines an indicative proposal to merge Omega and Barbican which is being made public to enable Omega shareholders to engage openly with Omega, Barbican and their respective advisers.
There is no certainty a transaction will be forthcoming, nor as to the terms of any such transaction. A further announcement will be made if appropriate.
January 19, 2012
Board of Directors
Omega Insurance Holdings Limited
Crown House
Par-la-Ville Road
Hamilton
HM08
Bermuda
Gentlemen,
Carlson Capital L.P. ("Carlson") is one of the largest shareholders of Omega Insurance Holdings Limited ("Omega"), and has followed the progress of the company with interest and concern. Carlson is also the majority holder of Barbican Group Holdings Limited ("Barbican"), an insurance group writing business predominantly through Syndicate 1955 at Lloyd's with a stamp capacity of £180 million. Over the course of the last year, while Omega was in the process of pursuing strategic alternatives, Barbican put forth two proposals to combine the two companies. The Omega Board, to our knowledge, made but a cursory evaluation of those proposals.
Barbican was fully prepared to enter into negotiations to determine the optimal structure and terms on which to complete an agreed-upon transaction that would create value for the shareholders of both companies and stabilize the Omega business at a time of significant stress and volatility. It was extremely disappointing to learn that the strategic review process was simply a diversion to allow the company to enter into exclusive discussions with Haverford (Bermuda), Limited (HBL) and to agree to what we believe was a coercive transaction that disenfranchised shareholders. It is therefore in some ways fortuitous that the HBL offer has lapsed and further negotiations have been terminated, because it allows Omega to focus on a strategic transaction that actually creates value.
We believe that a merger between Omega and Barbican is the transaction that would create the most value for all shareholders. Barbican, with the support of its majority shareholders, is tendering a formal proposal to merge Barbican and Omega via a share exchange (the "Transaction").
We firmly believe our proposal will create significant and compelling value for Omega shareholders. Barbican's syndicate 1955 is 'wholly aligned' and will allow the combined enterprise to release surplus capital and create a more capital-efficient business going forward. The new company would have the potential to significantly cut corporate overhead and expenses, especially those surrounding compliance with Solvency II. Material savings also should be achievable from the combined company's reinsurance program. Increased scale will also better position the combined company to compete for business in the Lloyd's market. As Omega shareholders will represent the majority of the shares in the combined company, the majority of the future value created by the synergies, surplus capital, and increased scale will accrue to Omega shareholders.
The Transaction would be structured as 'merger of equals' with no acquisition premium to be paid to the Barbican shareholders. The merger consideration would be calculated based on the 31 December 2011 audited Net Tangible Book Value of each company, adjusted (i) based upon an independent actuarial review of each company's reserves to ensure they are stated on an equivalent basis, and (ii) for any material changes through the Transaction closing date. The combined company will remain a publically traded entity, with its shares listed on the Official List of the London Stock Exchange. As part of the Transaction, we also propose that Omega's bye-laws be amended to bind the directors to the application of the UK Takeover Code in all material respects. The transaction would be conditioned on customary due diligence and regulatory approvals. As noted earlier, Barbican's controlling shareholders fully support the Transaction and plan to remain long-term shareholders in the combined company.
We urge the Omega Board to immediately engage with Barbican management with the goal of completing a merger that will create significant value for all shareholders. Barbican and Carlson, together with their advisors, will commit all the resources necessary to complete the transaction as swiftly as possible. We request that the Omega Board make a similar commitment for the future of the company and the benefit of its shareholders.
Yours truly,
Clint D. Carlson | David Reeves |
Chief Investment Officer | Chief Executive |
Carlson Capital, L.P. | Barbican Group Holdings |
-Ends-
Contact
Pelham Bell Pottinger
Damian Beeley +44 (0) 7950 481 795
dbeeley@pelhambellpottinger.co.uk
Zoë Pocock +44 (0) 7595 106 859
zpocock@pelhambellpottinger.co.uk
Sard Verbinnen & Co
Jonathan Gasthalter + 1 212 687 8080
