Patriot Risk Management, Inc. (�PRMI� or �Patriot�), a leader in
specialty workers� compensation risk management services, and
Inter-Atlantic Financial, Inc. (�IAN� or �Inter-Atlantic�) (NYSE
Amex: IAN), a Special Purpose Acquisition Company, have signed a
definitive acquisition agreement in an all-stock transaction. The
transaction provides IAN investors with a unique opportunity to
participate in a rapidly growing Business Process Outsourcing
(�BPO�) firm specializing in workers� compensation insurance and
risk management.
The transaction provides for IAN�s acquisition of 100% of the
capital stock of PRMI. Under the terms of the agreement, the
stockholders of PRMI will receive 6.9 million shares of IAN common
stock at the closing of the transaction. PRMI stockholders will be
eligible to receive up to 5 million additional shares of IAN common
stock upon the achievement of certain stock price targets over the
next five years.
The combined companies will operate as Patriot Risk Management,
Inc. and are expected to trade publicly on the NASDAQ Stock Market.
The PRMI management team, with significant experience in workers�
compensation claims management, underwriting, product development,
distribution, marketing and alternative market and traditional
workers� compensation insurance solutions, will continue to manage
the company.
Patriot Risk Management, Inc. is a holding company offering an
array of workers� compensation insurance services and insurance
solutions. Through its subsidiaries, Patriot Risk Services, Inc.
and Patriot Underwriters, Inc., PRMI provides BPO services to
workers' compensation insurance companies, segregated portfolio
cell captives and reinsurers. These subsidiaries provide services
to PRMI�s insurance subsidiary, Guarantee Insurance Company
(�Guarantee�), and its clients, as well as to third party carriers
under a rapidly growing private label program. Private label
activities include a broad range of alternative market and
traditional workers� compensation products and services, including
product design, marketing, distribution, underwriting, policy
management, claims management, nurse case management, cost
containment services, subrogation recovery, fraud investigation and
captive management services. Through its insurance company
subsidiary, Guarantee Insurance Company, PRMI provides alternative
market risk transfer solutions and traditional workers�
compensation insurance in 25 states.
�We are excited about the transaction with Inter-Atlantic. The
significant insurance and financial technology backgrounds of
Inter-Atlantic Financial�s management and board makes
Inter-Atlantic an excellent fit for Patriot. The transaction
provides us with significant capital and access to the public
markets, and will allow us to accelerate the growth of our BPO and
insurance businesses,� said Steven Mariano, Patriot�s Chairman and
Chief Executive Officer. �Our specialized workers� compensation
insurance product and service offerings have gained significant
interest in the insurance industry, and this capital enables us to
respond to the demand. Having a publicly traded stock will allow us
to continue to attract top management talent, enhance our client
and agent awareness, and pursue acquisitions of additional
fee-based BPO businesses in this attractive market.�
�The 10 founding stockholders of IAN, all career financial
services executives, considered over 100 potential merger
candidates before agreeing to combine with Patriot,� said Andrew
Lerner, Chief Executive Officer of Inter-Atlantic. �Patriot is a
very exciting opportunity for Inter-Atlantic Financial and its
stockholders. Steve has assembled a high-quality management team
with extensive public-company experience and built a workers�
compensation risk management infrastructure with tremendous growth
prospects. Inter-Atlantic�s capital will act as a catalyst,
allowing PRMI to rapidly increase the premiums it controls, and to
dramatically accelerate the earnings growth already being
experienced in its BPO business. Patriot�s�fee-based business is a
major part of the growth story and is consistent with the
Inter-Atlantic team�s successful track record of investing in
financial services technology and processing companies.�
The proposed transaction is subject to IAN receiving stockholder
approval of the transaction, the number of shares owned by public
stockholders that vote against the transaction and exercise their
redemptions rights being less than 29.99% of the outstanding
shares, redemption of outstanding warrants, regulatory approval and
other customary closing conditions. It is anticipated that a
stockholder vote and transaction closing would occur in the third
quarter of 2009.
Transaction Overview:
- Stock acquisition
- Inter-Atlantic Financial, Inc.
to be renamed Patriot Risk Management, Inc.
- Expected to trade on NASDAQ
Stock Market
- Consideration to Patriot
stockholders:
- 6.9 million shares of newly
issued IAN Class B Common Stock (no dividend)
- Earn-out up to 5.0 million
additional shares in 1.0 million share increments in the event the
Class A Common Stock trades above $12, $13, $14, $15, $16 per share
(for an average of 20 consecutive trading days) prior to fifth
anniversary
- Lock-up of 12 months for
substantially all current Patriot stockholders
- Directors and Officers
- At closing, all previous
executive officers of IAN to resign and executive officers going
forward to consist of Patriot�s management team
- Board of Directors to be
comprised of the current Patriot Board of Directors plus Andrew S.
Lerner and Frederick S. Hammer of IAN
- Stock option plan to be
submitted for approval by IAN stockholders
- Class A Common Stock, Dividend
- IAN stockholders at the time of
closing will become holders of Class A Common Stock
- Class A Common Stock to receive
a dividend of $0.20 per quarter
- Class A Common Stock to receive
an aggregate of $2.40 in dividends, inclusive of any quarterly
dividends, on or prior to a change of control transaction or a
liquidation.
- Class B Common Stock to
automatically convert into Class A Common Stock upon earlier of
payment of $2.40 aggregate dividends to Class A stockholders or
Class A shares trading above $11 per share for an average of 20
consecutive trading days
- Following merger of Class A and
Class B Common Stock, dividend policy will be reviewed by the Board
of Directors
- Warrant modification
- Patriot not obligated to
complete the transaction unless consent is obtained to amend all
outstanding warrants so that they are effectively redeemed for cash
at closing for no more than $0.50 per warrant
- Minimum cash condition
- Patriot not obligated to
complete the transaction unless IAN has a minimum of $35,000,000 in
cash at closing net of transaction expenses and share and warrant
redemptions
- Incentives for Patriot
stockholders and management strongly aligned with performance of
Class A Common Stock:
- Current Patriot holders will
receive Class B Common Stock with no dividend
- Class B Common Stock only
converts into Class A Common Stock after Class A Common Stock
receives $2.40 per share aggregate dividends, or share price
exceeds $11 per share, whichever is earlier
- Patriot stockholders are not
selling any shares in the transaction and substantially all shares
of Class B Common Stock may not be sold for at least 12 months
- Additional consideration
(earn-out) tied directly to Class A Common Stock price and price
must exceed $12 to receive any, and $16 to receive all additional
consideration
- Ongoing management team to be
incented with stock options in plan to be presented to IAN
stockholders for approval
Freeman & Co. is serving as financial advisor to Patriot
Risk Management, Inc. and R.L. Viton & Co., LLC has provided
financial consulting services to Inter-Atlantic Financial, Inc.
About Patriot Risk Management, Inc.
Patriot Risk Management, Inc. (�PRMI�) is a workers�
compensation risk management company. Through its subsidiaries
Patriot Risk Services, Inc. and Patriot Underwriters, Inc., PRMI
provides workers� compensation BPO insurance services to insurance
companies, segregated portfolio cell captives and reinsurers.
Through its subsidiary Guarantee Insurance Company, PRMI provides
alternative market risk transfer solutions and traditional workers�
compensation insurance plans to employers. For further information,
please visit http://www.prmigroup.com/.
About Inter-Atlantic Financial, Inc.
Inter-Atlantic Financial (NYSE Amex: IAN) is a special purpose
acquisition company formed for the purpose of acquiring, through a
merger, a capital stock exchange, asset acquisition, stock purchase
or other similar business combination, a domestic and/or foreign
operating business in the financial services industry or businesses
deriving a majority of their revenues from providing services to
financial services companies. The management of Inter-Atlantic has
invested in 19 growth-oriented financial services companies since
2001. As a special purpose acquisition company, Inter-Atlantic is
scheduled to dissolve and liquidate if it does not complete a
business combination transaction by October 9, 2009. As a result,
Inter-Atlantic received a going concern opinion from its auditors
in its 2008 financial statements. For further information on
Inter-Atlantic Financial, please go to
http://www.interatlanticfinancial.com/.
SEC Legends
Additional information about the transaction, including
financial information and an informational slide show, is expected
to be released in the near future. IAN will file with the
Securities and Exchange Commission (�SEC�) all applicable documents
including a preliminary proxy statement, and will mail a definitive
proxy statement and other relevant documents to IAN stockholders. A
copy of these filings will be available when filed on the SEC
website (http://www.sec.gov), and may also be found on the
Inter-Atlantic Financial website at
http://www.interatlanticfinancial.com/.
IAN and PRMI and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies for the special meeting of IAN�s stockholders to be held to
approve the proposed business combination. IAN stockholders and
other interested persons are urged to read, when available, IAN�s
preliminary proxy statement and definitive proxy statement in
connection with IAN�s solicitation of proxies for the special
meeting because these proxy statements will contain important
information. Such persons can also read IAN�s final prospectus,
dated October 2, 2007, its annual report on Form 10-K for the
fiscal year ended December 31, 2008 and other reports as filed with
the SEC for a description of the security holdings of IAN�s
officers and directors and their respective interests in the
successful consummation of this business combination. The
preliminary proxy statement and definitive proxy statement of IAN
will contain information with respect to the officers and directors
of PRMI. The definitive proxy statement of IAN will be mailed to
stockholders as of a record date to be established for voting on
the proposed business combination. Stockholders will also be able
to obtain a copy of the definitive proxy statement, without charge,
by directing a request to IAN at: 400 Madison Avenue, New York, NY
10017. The preliminary proxy statement and definitive proxy
statement, once available, and the final prospectus and other
filings of IAN can also be obtained, without charge, at the SEC
website (http://www.sec.gov).
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of any securities in any state or jurisdiction in which
the offer, solicitation or sale of securities would be unlawful and
may not be offered or sold within the United States in the absence
of registration or an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and applicable state securities laws. Any
offers, solicitations of offers to buy, or any sales of securities
will only be made in accordance with the registration requirements
of the Securities Act or an exemption therefrom. This announcement
is being issued pursuant to and in accordance with Rule 135c under
the Securities Act.
Forward-Looking Statements
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking statements
as that term is defined by the United States Private Securities
Litigation Reform Act of 1995. This press release may contain
certain forward-looking statements including statements with regard
to the future performance of IAN and PRMI. Words such as
�believes,� �expects,� �projects,� "will" and �future� or similar
expressions are intended to identify forward-looking statements.
Any such forward-looking statements contained herein are based on
current expectations, but these forward-looking statements
inherently involve certain risks and uncertainties that may cause
actual results to differ materially from expectations such as
material adverse events affecting IAN and PRMI, the ability of IAN
to complete a business combination and those other risks and
uncertainties that are detailed in the IAN�s Prospectus and other
filings with the SEC. IAN undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Grafico Azioni Inter-Atlantic Financial (AMEX:IAN)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Inter-Atlantic Financial (AMEX:IAN)
Storico
Da Giu 2023 a Giu 2024
