-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RSRmw6OB8gxg3RZVS7MgltorPLoEETZTqoHX7V2r3TOOY0BJ9G9PwvosD4yIgbEk OnmKzYHz1IgOqwGIjnv3KQ== 0001193125-07-129979.txt : 20070605 0001193125-07-129979.hdr.sgml : 20070605 20070605162537 ACCESSION NUMBER: 0001193125-07-129979 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070605 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070605 DATE AS OF CHANGE: 20070605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUB INTERNATIONAL LTD CENTRAL INDEX KEY: 0001133016 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 364412416 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31310 FILM NUMBER: 07901290 BUSINESS ADDRESS: STREET 1: 8 NELSON STREET WEST STREET 2: 6TH FLOOR CITY: BRAMPTON STATE: A6 ZIP: L6X 4J2 BUSINESS PHONE: 905.866.5200 MAIL ADDRESS: STREET 1: 55 EAST JACKSON BOULEVARD STREET 2: FLOOR 14A CITY: CHICAGO STATE: IL ZIP: 60604 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2007

 


HUB INTERNATIONAL LIMITED

(Exact name of Registrant as specified in its charter)

 


Canada

(State or Other Jurisdiction of Incorporation)

 

1-31310   36-4412416
(Commission File Number)   (I.R.S. Employer Identification Number)

55 East Jackson Boulevard, Chicago, Illinois 60604

(877) 402-6601

(Address of principal executive offices and telephone number, including area code)

n/a

(Former name or former Address, if changed since last Report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c))

 



Item 8.01. Other Events.

On June 5, 2007, Hub International Limited (the “Company”) issued the press release attached hereto as Exhibit 99.1 in which the Company announced that the shareholders of the Company approved the proposed plan of arrangement pursuant to which funds advised by Apax Partners together with Morgan Stanley Principal Investments will acquire all of Hub’s common shares for $41.50 per share.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit 99.1

  Press Release dated June 5, 2007


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 5, 2007

 

HUB INTERNATIONAL LIMITED  
By:  

/s/ Marianne D. Paine

 
Name:   Marianne D. Paine  
Title:   Chief Legal Officer  
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

EXHIBIT 99.1

Hub International Shareholders Approve Proposed Acquisition

CHICAGO—(BUSINESS WIRE)—June 5, 2007—Hub International Limited (NYSE:HBG)(TSX:HBG) announced that its shareholders today approved the proposed plan of arrangement pursuant to which funds advised by Apax Partners together with Morgan Stanley Principal Investments will acquire all of Hub’s common shares for $41.50 per share in cash.

The plan of arrangement was approved by 92.7% of the votes cast by all shareholders at the meeting and by 91.9% of the votes cast by disinterested shareholders, which excludes members of management who have committed to make an investment in an affiliate of the entity that is acquiring Hub.

A hearing in respect of the final order on the plan of arrangement is scheduled for tomorrow, June 6, 2007 at 10:00 a.m. (Toronto time) in the Ontario Superior Court of Justice. Subject to obtaining the final order and satisfaction of all conditions to closing, the plan of arrangement is expected to close on or around June 13, 2007.

Headquartered in Chicago, IL, Hub International Limited is a leading North American insurance brokerage that provides a broad array of property and casualty, reinsurance, life and health, employee benefits, investment and risk management products and services through offices located in the United States and Canada.

Forward Looking Statements:

This press release may contain “forward-looking statements” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, that reflect our current expectations regarding our future growth, results of operations, cash flows, performance and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management. We have used words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “will continue,” “will likely result,” and similar expressions to indicate forward-looking statements. However, these words are not the exclusive means of identifying these forward-looking statements. These statements are based on information currently available to us and are subject to various risks, uncertainties, and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance and business prospects, and opportunities to differ materially from those expressed in, or implied by, these statements, including, but not limited to: risks associated with implementing our business strategies, identifying and consummating acquisitions, successfully integrating acquired businesses, attaining greater market share, resolution of regulatory issues and litigation, including those related to compensation arrangements with insurance carriers, the possibility that the receipt of contingent compensation from insurance carriers could be prohibited, developing and implementing effective information technology systems, recruiting and retaining qualified employees, fluctuations in the demand for insurance products, fluctuations in the premiums charged by insurance carriers, with corresponding fluctuations in our premium-based revenue, fluctuations in foreign currency exchange rates, any loss of services of key executive officers, industry consolidation, increased competition in the industry, the actual costs of resolution of contingent liabilities, the passage of new federal, state or provincial legislation subjecting our business to regulation in the jurisdictions in which we operate, and those risks discussed in our Annual Report on Form 10-K, particularly under the caption “Risk Factors,” filed with the Securities and Exchange Commission and the Canadian securities commissions. These uncertainties and other factors also include, but are not limited to, risks associated with the transaction, including the occurrence of any event, change or other circumstances that could give rise to the termination of the arrangement. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Hub’s ability to control or predict. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as otherwise expressly required by federal securities laws, we undertake no obligation to update or publicly announce the revision of any of the forward-looking statements contained herein to reflect new information, future events, developments or changed circumstances or for any other reason.

 

CONTACT:

   Hub International Limited
   W. Kirk James, 312.279.4881
   Vice President, Secretary and
   Chief Corporate Development Officer
   Kirk.james@hubinternational.com
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