AmTrust Financial Services, Inc. announced that it has entered into an amendment to the merger agreement with Evergreen Parent, L.P., an entity formed by the Karfunkel-Zyskind Family and private equity funds managed by Stone Point Capital LLC ("Stone Point"). Under the terms of the amended agreement, Evergreen will acquire the approximately 45% of the Company's shares of common stock that the Karfunkel-Zyskind Family and certain of its affiliates and related parties do not already own or control for $14.75 per share in cash, subject to regulatory approval and other closing conditions. This represents an increase of $1.25 per share, or 9.3%, in cash consideration to AmTrust public stockholders, over the previously agreed upon $13.50 per share, and a 45% premium to the Company's unaffected closing stock price on January 9, 2018.The transaction values the fully diluted equity of the Company at approximately $2.95 billion, excluding the Company's outstanding preferred stock.
Don DeCarlo, Chairman of the Special Committee, said: "The amended agreement follows significant engagement with our public stockholders, and is consistent with our commitment to maximize value for public stockholders. We continue to believe that the immediate, certain, premium value provided in this agreement is in the best interest of AmTrust's public stockholders and look forward to the completion of the transaction."
The Special Committee has unanimously approved the revised merger agreement and recommends that public stockholders vote "FOR" the revised agreement.
AmTrust also announced that AmTrust and Evergreen Parent have entered into a settlement and support agreement with affiliates of Carl C. Icahn (the "Icahn Group") pursuant to which the Icahn Group has agreed to support the transaction and waive appraisal rights and other claims with respect to the transaction.
Mr. Icahn commented: "We are pleased that we were able to work with George Karfunkel and Barry Zyskind to reach a settlement that is in the best interest of all stockholders. By raising the merger price to $14.75, over $100 million of incremental value has been created for public stockholders. Most importantly, we want to thank all the stockholders whose vital support was so critical to achieving this outcome."
The amendment to the merger agreement and supplement to the proxy statement will be filed with the Securities and Exchange Commission, and the proxy supplement and voting information will be mailed to stockholders as of the record date of April 5, 2018.
The Special Meeting to approve the adoption of the merger agreement, as amended, between the Company and Evergreen Parent, L.P., which was originally convened and adjourned for additional time for voting, will be reconvened on Thursday, June 21, 2018 at 10:00 a.m. (Eastern time), at 59 Maiden Lane, 43rd Floor, New York City. The final vote count will be certified by the independent Inspector of Elections, First Coast Results, Inc.
The proposed merger is anticipated to close in the second half of 2018 and is subject to approval by a majority of the shares of the Company not owned or controlled by the Karfunkel-Zyskind Family, and certain related parties as set forth in the merger agreement, as well as approval by regulatory authorities.