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Andrew J. Pitts, Esq.
David J. Perkins, Esq. Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019 Telephone: (212) 474-1000 |
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David Lopez, Esq.
Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2632 |
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| | THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 26, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). | | |
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| | | | A-1 | | |
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Securities Sought:
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| | Up to 5,000,000 shares of Class A Common Stock, $0.01 par value per share (each, a “Common Share”), of MediaAlpha, Inc., a Delaware corporation (the “Company”). See “Introduction” and Section 1. | |
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Price Offered Per Common Share:
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| | $10.00 per Common Share (the “Purchase Price”), net to the seller in cash, less any applicable tax withholding and without interest. See “Introduction” and Section 5. | |
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Scheduled Expiration Date:
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| | One minute following 11:59 p.m., New York City time, on Monday, June 26, 2023, unless the Offer is extended or terminated (such date and time, as they may be extended, the “Expiration Date”). See Section 1 and Section 13. | |
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Purchasers:
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| | White Mountains Insurance Group, Ltd., an exempted company organized and existing under the laws of Bermuda, and WM Hinson (Bermuda) Ltd., an exempted company organized and existing under the laws of Bermuda and wholly owned subsidiary of White Mountains Insurance Group, Ltd. See Section 10. | |
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High
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Low
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Fiscal Year Ended December 31, 2021: | | | | | | | | | | | | | |
First Quarter
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| | | $ | 64.11 | | | | | $ | 34.55 | | |
Second Quarter
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| | | $ | 46.33 | | | | | $ | 32.96 | | |
Third Quarter
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| | | $ | 41.29 | | | | | $ | 18.58 | | |
Fourth Quarter
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| | | $ | 19.32 | | | | | $ | 14.41 | | |
Fiscal Year Ended December 31, 2022: | | | | | | | | | | | | | |
First Quarter
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| | | $ | 16.55 | | | | | $ | 10.77 | | |
Second Quarter
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| | | $ | 17.04 | | | | | $ | 8.58 | | |
Third Quarter
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| | | $ | 12.68 | | | | | $ | 7.87 | | |
Fourth Quarter
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| | | $ | 14.71 | | | | | $ | 8.85 | | |
Fiscal Year Ending December 31, 2023: | | | | | | | | | | | | | |
First Quarter
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| | | $ | 16.23 | | | | | $ | 10.28 | | |
Second Quarter (through May 25, 2023)
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| | | $ | 15.29 | | | | | $ | 5.36 | | |
Name
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Common Shares Beneficial
Ownership(1) |
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Beneficial Ownership
Percentage of all Shares(2) |
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Steven Yi(3)
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| | | | 1,277,486 | | | | | | 2.01% | | |
Robert L. Seelig
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| | | | 9,000 | | | | | | 0.01% | | |
John Sinkus
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| | | | 750 | | | | | | >0.01% | | |
Name
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Current Principal Occupation or Employment; Material Occupations, Positions, Offices or
Employment During the Past Five Years; Citizenship |
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G. Manning Rountree | | |
G. Manning Rountree is a citizen of the United States of America.
Mr. Rountree is the Chief Executive Officer of White Mountains and was appointed Chief Executive Officer effective March 2017. Mr. Rountree also serves as a Director of the Company and as a member of the Board’s Finance Committee. Mr. Rountree has been with the White Mountains Organization since 2004. Prior to his Chief Executive Officer appointment in 2017, Mr. Rountree served as President of White Mountains Capital and President of White Mountains Advisors.
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Liam P. Caffrey | | |
Liam P. Caffrey is a citizen of the United States of America.
Mr. Caffrey is an Executive Vice President and Chief Financial Officer of White Mountains. Mr. Caffrey has been with the White Mountains Organization since 2022. Prior to the White Mountains Organization, Mr. Caffrey served as Chief Executive Officer of Aon’s Global Affinity business (a company specializing in developing, marketing and administering customized insurance programs located at the Metropolitan Building, James Joyce Street, Dublin 1, Ireland D01 K0Y8). Mr. Caffrey joined Aon in 2012 as Chief Financial Officer of Aon Risk Solutions America and was later appointed Chief Financial Officer of Aon Risk Solutions globally.
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Reid T. Campbell | | |
Reid T. Campbell is a citizen of the United States of America.
Mr. Campbell is the President of White Mountains and has been with the White Mountains Organization since 1994. Prior to becoming President, Mr. Campbell served as Chief Financial Officer of White Mountains and as President of White Mountains Advisors, White Mountains’ in-house asset management operation, and held a variety of financial management positions with the company and its subsidiaries.
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Michaela J. Hildreth | | |
Michaela Hildreth is a citizen of the United States of America.
Ms. Hildreth is a Managing Director and the Chief Accounting Officer of White Mountains and has been with the White Mountains Organization since 2003.
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Robert L. Seelig | | |
Robert L. Seelig is a citizen of the United States of America.
Mr. Seelig is an Executive Vice President and the General Counsel of White Mountains and has been with the White Mountains Organization since 2002.
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Margaret Dillon | | |
Margaret Dillon is a citizen of the United States of America.
Ms. Dillon is a Director of White Mountains and serves as a member of the Compensation/Nominating and Governance Committee and the Audit Committee.
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Peter M. Carlson | | |
Peter M. Carlson is a citizen of the United States of America.
Mr. Carlson is a Director of White Mountains and serves as the Chair of the Audit Committee. Mr. Carlson has been the Chief Financial Officer of MiMedx Group (a company focused on advanced wound care and therapeutic biologics, located at 1775 West Oak Commons Ct. NE Marietta, GA 30062) since December 2019. Mr. Carlson formerly served as Executive Vice President and Chief Operating Officer of Brighthouse Financial (a U.S. annuity and life insurance company that spun off from MetLife, located at 11225 North Community House Road, Charlotte, North Carolina) from 2017 to 2018. Mr. Carlson serves as a Trustee of Wake Forest University (a private university, located at 1834 Wake Forest Rd, Winston-Salem, NC 27109).
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Name
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Current Principal Occupation or Employment; Material Occupations, Positions, Offices or
Employment During the Past Five Years; Citizenship |
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Philip A. Gelston | | |
Philip A. Gelston is a citizen of the United States of America.
Mr. Gelston is a Director of White Mountains and serves as the Chair of the Compensation/Nominating and Governance Committee. Mr. Gelston joined Cravath, Swaine & Moore LLP (a law firm, located at 825 Eighth Avenue, New York, NY 10019) in 1978, became a partner in 1984, and retired in December 2017. Mr. Gelston is currently a member of Cravath’s Office of General Counsel. Mr. Gelston also serves as a Trustee for the Friends of Democracy Prep New York Charter Schools (a charter school, located at 1767 Park Avenue, 5th Floor New York, New York 10035).
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Suzanne F. Shank | | |
Suzanne F. Shank is a citizen of the United States of America.
Ms. Shank is a Director of White Mountains and serves as a member of the Compensation/ Nominating & Governance Committee and the Finance Committee. Ms. Shank is the President, CEO and co-founder of Siebert Williams Shank & Co., LLC (formerly Siebert Cisneros Shank & Co., LLC) (a full service investment banking and financial services company established in 1996, located at 100 Wall Street, 18th Floor, New York, NY 10005). Ms. Shank serves as Board Member of Skillman Foundation (a private philanthropy, located at 100 Talon Centre Dr., Suite 100, Detroit, Michigan 48207), Kresge Foundation (a private philanthropy, located at 3215 W. Big Beaver Road, Troy, MI 48084), Spelman College (a private, historically black, women’s liberal arts college, located at 350 Spelman Ln SW, Atlanta, GA 30314) and Global Citizen (an international education and advocacy organization, located at 740 Broadway, Suite 400, New York, NY, 10003).
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Mary C. Choksi | | |
Mary C. Choksi is a citizen of the United States of America.
Ms. Choksi is a Director of White Mountains and serves as the Chair of the Finance Committee. Ms. Choksi is a Founding Partner (and Senior Managing Director/Senior Advisor until February 2017) of Strategic Investment Group (an investment management enterprise, located at 1001 Nineteenth Street North, 17th Floor Arlington, VA 22209). Ms. Choksi served as a director of Avis Budget Group (a car rental agency holding company, located at 6 Sylvan Way Parsippany, NJ) from 2007 until 2020. Ms. Choksi currently serves as a director of Omnicom, Inc. (a global media, marketing and global communications company, located at 280 Park Avenue, New York, NY) and as a trustee of various mutual funds in the Franklin Templeton Funds family (asset management and mutual funds, located at 300 S.E. 2nd Street, Fort Lauderdale, FL 33301).
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Weston M. Hicks | | |
Weston M. Hicks is a citizen of the United States of America.
Mr. Hicks was appointed Chairman of the Board of White Mountains in May 2023 and is a Director of White Mountains. Mr. Hicks served as President & Chief Financial Officer of Alleghany Corporation (an investment holding company, located at 1411 Broadway, 34th Floor, New York, New York 10018) from 2004 to 2021. Mr. Hicks served as a director of Alleghany Corporation from 2004 to 2021.
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Name
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Current Principal Occupation or Employment; Material Occupations, Positions, Offices or
Employment During the Past Five Years; Citizenship |
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David A. Tanner | | |
David A. Tanner is a citizen of the United States of America.
Mr. Tanner is a Director of White Mountains and serves as a member of the Audit Committee and Finance Committee. Mr. Tanner was appointed Deputy Chairman of the Board in February 2020. Mr. Tanner is a Managing Director of Three Mile Capital LLC (a private investment company, located at 1330 Avenue of the Americas 22nd Floor, New York, NY 10019). Mr. Tanner serves as Chairman of the Board of the New York University School of Law (a private law school, located at 40 Washington Sq. South, New York, NY 10012), Trustee of New York University (a private research university, located at 726 Broadway, 3rd Floor, New York, NY 10003), Trustee and Chair Emeritus of Montefiore Medicine Academic Health System (an academic research hospital system, located at 111 East 210th Street, Bronx, NY 10467), Director of Lawyers for Children (a legal advocacy organization, located at 110 Lafayette Street, 8th Floor, New York, NY 10013), Director of The Carroll and Milton Petrie Foundation (a private philanthropy, located at 41 Flatbush Ave, 2nd floor, Brooklyn, NY 11217), Trustee of Central Synagogue (a religious organization, located at 652 Lexington Ave, New York, NY 10022) and a member of the Council on Foreign Relations (a private think tank, located at 1777 F Street, NW, Washington, DC 20006).
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Steven M. Yi | | |
Steven M. Yi is a citizen of the United States of America.
Mr. Yi is a Director of White Mountains. Mr. Yi founded MediaAlpha, Inc. and has served as the Chief Executive Officer since 2011.
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Kevin Pearson | | |
Kevin Pearson is a citizen of the United Kingdom and Ireland.
Mr. Pearson is a Director and the President of WM Hinson. Mr. Pearson was appointed President of HG Re Ltd. in July 2012 and was appointed a vice president of White Mountains in 2016.
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Lysa Brown | | |
Lysa Brown is a citizen of Canada.
Ms. Brown is a Director, Vice President and the Chief Accounting Officer of WM Hinson. Ms. Brown has been with the White Mountains Organization since 2004.
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John Sinkus | | |
John G. Sinkus is a citizen of the United States of America.
Mr. Sinkus is a Director and Vice President of WM Hinson. Mr. Sinkus has been with the White Mountains Organization since 2002.
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By Mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: MAXX P.O. Box 43011 Providence, Rhode Island 02940 |
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By Overnight Courier:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: MAXX 150 Royall Street, Suite V Canton, Massachusetts 02021 |
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| | THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 26, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). | | |
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By Mail:
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By Overnight Courier:
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Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: MAXX P.O. Box 43011 Providence, Rhode Island 02940 |
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Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: MAXX 150 Royall Street, Suite V Canton, Massachusetts 02021 |
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DESCRIPTION OF COMMON SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4) |
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S) AND/OR ACCOUNT STATEMENT(S))
Please make any address correction below |
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COMMON SHARES TENDERED (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
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☐ indicates permanent address change
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Certificate
Number(s) and/or indicate Book- Entry |
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Total Number of
Common Shares Represented by Certificate(s)(1) |
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Total Number
of Common Shares Tendered(2)(3) |
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| | | | | | Total Common Shares Tendered | | | ||||||||
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(1)
Need not be completed by holders tendering by book-entry transfer.
(2)
If Common Shares are held in book-entry form, you MUST indicate the number of Common Shares you are tendering.
(3)
If you wish to tender fewer than all shares represented by any certificate listed above, please indicate in this column the number of Common Shares you wish to tender. Otherwise, all Common Shares represented by share certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4.
☐
Lost Certificates. I have lost my certificate(s) for Common Shares and I require assistance in replacing the Common Shares (See Instruction 12).
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| 1st: | | | 2nd: | | | 3rd: | |
| 4th: | | | 5th: | | | 6th: | |
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) |
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| | To be completed ONLY if the check for the aggregate purchase price of Common Shares purchased and/or certificates for Common Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature. | | |
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(please print)
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(please include Zip Code)
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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) |
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| | To be completed ONLY if the check for payment of the purchase price of Common Shares accepted for payment and/or certificates for Common Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned. | | |
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(please print)
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(please include Zip Code)
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Signature(s) of Owner(s): |
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(Please Print)
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(Include Zip Code)
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(Include Zip Code)
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(Please Type or Print)
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By Mail:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions; COY: MAXX P.O. Box 43011 Providence, Rhode Island 02940 |
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By Overnight Courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions; COY: MAXX 150 Royall Street, Suite V Canton, Massachusetts 02021 |
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By Overnight Courier:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: MAXX 150 Royall Street, Suite V Canton, Massachusetts 02021 |
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By Electronic Mail:
canoticeofguarantee@computershare.com
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(Please Print)
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(Include Zip Code)
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| ☐ If delivery will be by book-entry transfer, check this box. | |
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Name of Eligible Institution Guaranteeing Delivery
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Authorized Signature
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Address
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Name (Print Name)
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Zip Code
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Title
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(Area Code) Telephone No.
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Date
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(Please Print)
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(Include Zip Code)
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| Date: | |
Exhibit (a)(1)(vi)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of the common stock of MediaAlpha, Inc. The Offer (as defined below) is made solely by the Offer to Purchase dated May 26, 2023, and the related Letter of Transmittal, and any amendments or supplements thereto. We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer or the acceptance of Common Shares (as defined below) pursuant to the Offer is not in compliance with any applicable law, we will make a good faith effort to comply with the applicable law. If, after a good faith effort, we cannot comply with the applicable law, the Offer will not be made to the holders of Common Shares residing in that jurisdiction. In making the Offer, we will comply with the requirements of Rule 14d-10 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Notice of Offer to Purchase for Cash
Up to 5,000,000 Shares of Class A Common Stock
of
MEDIAALPHA, INC.
by
WHITE MOUNTAINS INSURANCE GROUP, LTD.
and
WM HINSON (BERMUDA) LTD.
at
a purchase price of $10.00 per share
White Mountains Insurance Group, Ltd., an exempted company organized and existing under the laws of Bermuda (“White Mountains”) and WM Hinson (Bermuda) Ltd., an exempted company organized and existing under the laws of Bermuda and wholly owned subsidiary of White Mountains (“WM Hinson” and, together with White Mountains, the “Purchasers”), are offering to purchase up to an aggregate of 5,000,000 shares of Class A Common Stock, $0.01 par value per share (each, a “Common Share”), of MediaAlpha, Inc., a Delaware corporation (the “Company”), at a price of $10.00 per Common Share (the “Purchase Price”), net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 26, 2023 (the “Offer to Purchase”), and the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). If the Purchasers accept any Common Shares for purchase pursuant to the Offer, WM Hinson will purchase all such accepted Common Shares.
THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 26, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). |
The Purchasers are making this Offer because they believe the Company’s Common Shares represent an attractive investment. The Offer is not made for the purpose of acquiring or influencing control of the business of the Company. The Company is a “controlled company” under the rules of the New York Stock Exchange, and following the Offer, an affiliate of the Purchasers will continue to have certain control rights over the Company as provided in the Stockholders’ Agreement as described in the Offer to Purchase.
The Offer is not conditioned on the receipt of financing. The Offer is conditioned on a minimum number of 2,500,000 Common Shares being properly tendered and not properly withdrawn. The Offer is also subject to other conditions as set forth in the Offer to Purchase.
Promptly following the Expiration Date, WM Hinson will, upon the terms and subject to the conditions of the Offer, pay a price of $10.00 per Common Share in cash, less any applicable withholding taxes and without interest, for the Common Shares properly tendered and not properly withdrawn pursuant to the terms of the Offer. If more than 5,000,000 Common Shares are properly tendered and not properly withdrawn, the Purchasers will, upon the terms and subject to the conditions of the Offer, purchase those Common Shares on a pro rata basis as described in the Offer to Purchase. Any Common Shares not purchased in the Offer will be returned to the tendering stockholders at the Purchasers’ expense promptly after the Expiration Date. The Purchasers reserve the right, in their sole discretion, to change the Purchase Price and to increase or decrease the number of Common Shares sought in the Offer, subject to applicable law.
Assuming the maximum number of 5,000,000 Common Shares are purchased in the Offer at the Purchase Price, the aggregate purchase price would be $50 million.
The Common Shares are listed and traded on the New York Stock Exchange under the symbol “MAX.” Stockholders are urged to obtain current market quotations for the Common Shares before deciding whether to tender their Common Shares.
The Purchasers expressly reserve the right, in their sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Common Shares by giving oral or written notice of such extension to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), and making a public announcement of such extension not later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date.
The Offer will expire at one minute following 11:59 p.m., New York City time, on Monday, June 26, 2023, unless the Purchasers exercise the right, in their sole discretion, to extend the period of time during which the Offer will remain open. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.
The Purchasers do not currently expect there will be a subsequent offering period.
Stockholders wishing to tender Common Shares must follow the procedures set forth in the Offer to Purchase and in the related Letter of Transmittal.
For purposes of the Offer, the Purchasers will be deemed to have accepted for payment (and therefore purchased), subject to the proration provisions of the Offer, Common Shares that are properly tendered and not properly withdrawn only if and when the Purchasers give oral or written notice to the Depositary of the Purchasers’ acceptance of the Common Shares for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, the Purchasers will accept for payment, and pay the Purchase Price for, all of the Common Shares accepted for payment pursuant to the Offer promptly after the Expiration Date. In all cases, payment for Common Shares tendered and accepted for payment pursuant to the Offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of: (i) certificates for Common Shares or a timely book-entry confirmation of the deposit of Common Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase); (ii) a properly completed and duly executed Letter of Transmittal, including any required signature guarantee (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase)); and (iii) any other required documents. Under no circumstances will the Purchasers pay interest on the Purchase Price.
Because of the difficulty in determining the number of Common Shares properly tendered and not properly withdrawn and the guaranteed delivery procedure described in the Offer to Purchase, the Purchasers expect that they will not be able to announce the final proration factor or commence payment for any Common Shares purchased pursuant to the Offer until after the expiration of the period for delivery of Common Shares tendered using the guaranteed delivery procedures. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. After the Expiration Date, stockholders may obtain preliminary proration information from D.F. King & Co., Inc. (the “Information Agent”) and also may be able to obtain the information from their brokers.
Tenders of Common Shares are irrevocable, except that such Common Shares may be withdrawn at any time prior to the Expiration Date and, if the Purchasers have not accepted for payment such Common Shares by one minute following 11:59 p.m., New York City time, on Monday, July 24, 2023, stockholders may also withdraw such Common Shares at any time thereafter. For a withdrawal to be effective, a written notice of withdrawal must be received in a timely manner by the Depositary at one of its addresses listed on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the tendering stockholder, the number of Common Shares to be withdrawn and the name of the registered holder of the Common Shares to be withdrawn. If certificates for Common Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering stockholder must also submit to the Depositary the serial numbers shown on the particular certificates for Common Shares to be withdrawn. If Common Shares have been tendered pursuant to the procedure for book-entry transfer described in the Offer to Purchase, the notice of withdrawal also must specify the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Common Shares and must otherwise comply with the Book-Entry Transfer Facility’s procedures. If a stockholder has used more than one Letter of Transmittal or has otherwise tendered Common Shares in more than one group of Common Shares, the stockholder may withdraw Common Shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.
The Purchasers will determine all questions as to the form and validity, including the time of receipt, of any notice of withdrawal, in their sole discretion, which determination will be final and binding on all parties, subject to a stockholder’s right to challenge the Purchasers’ determination in a court of competent jurisdiction. None of the Purchasers, the Depositary, the Information Agent, J.P. Morgan Securities LLC, as dealer manager (the “Dealer Manager”), or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of the foregoing incur any liability for failure to give any such notification.
Generally, the receipt of cash by a U.S. Holder (as defined in the Offer to Purchase) from the Purchasers in exchange for the Common Shares such holder tenders will be a taxable transaction for United States federal income tax purposes. The cash a stockholder receives for its tendered Common Shares will generally be treated for United States federal income tax purposes as consideration received in respect of a sale, resulting in gain or loss.
The receipt of cash by a non-U.S. Holder (as defined in the Offer to Purchase) from the Purchasers in exchange for the Common Shares such holder tenders will generally not be a taxable transaction for United States federal income tax purposes except under certain circumstances described in the Offer to Purchase. Stockholders are urged to consult their tax advisors as to the particular tax consequences to them of the Offer.
All stockholders should carefully read the Offer to Purchase, in particular Section 3 and Section 12, for additional information regarding the United States federal income tax consequences of participating in the Offer and should consult their financial and tax advisors.
None of the Purchasers or any of their directors, officers or affiliates, the Information Agent, the Depositary, or the Dealer Manager makes any recommendation to any stockholder as to whether to tender or not tender their Common Shares. None of the foregoing has authorized any person to make any recommendation with respect to the Offer. Stockholders must make their own decisions as to whether to tender their Common Shares and, if so, how many Common Shares to tender. The Purchasers recommend that stockholders consult their own financial and tax advisors, and read carefully and evaluate the information in the Offer to Purchase and in the related Letter of Transmittal, before taking any action with respect to the Offer.
The information required to be disclosed by Rule 14d-6(d)(1) of the Exchange Act is contained in the Offer to Purchase and the Tender Offer Statement on Schedule TO that the Purchasers are filing with the Securities and Exchange Commission, and is incorporated herein by reference.
The Purchasers have requested the Company’s list of holders of Common Shares and security position listings for the purpose of disseminating the Offer to holders of Common Shares. Copies of the Offer to Purchase and the Letter of Transmittal will be mailed to record and beneficial holders of Common Shares whose names appear on the Company’s list of holders of Common Shares and will be furnished, for subsequent transmittal to beneficial owners of Common Shares, to brokers, dealers, commercial banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the Company’s list of holders of Common Shares or, if applicable, who are listed as participants in a clearing agency’s security position listing. The Offer is explained in detail in those materials.
Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials will be furnished promptly by the Information Agent at the Purchasers’ expense. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Stockholders Call Toll Free: (877) 896-3199
Banks and Brokers Call: (212) 269-5550
Email: max@dfking.com
The Dealer Manager for the Offer is:
J.P. Morgan
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Call Toll-Free: (877) 371-5947
May 26, 2023
Exhibit (a)(5)
White Mountains Insurance Group, Ltd. Announces that White Mountains Insurance Group, Ltd. and WM Hinson (Bermuda) Ltd. Commence Tender Offer for up to 5,000,000 Shares of Class A Common Stock of MediaAlpha, Inc.
HAMILTON, Bermuda, May 26, 2023 - White Mountains Insurance Group, Ltd. (NYSE: WTM) (“White Mountains”) today announced that it and its wholly owned subsidiary, WM Hinson (Bermuda) Ltd. (“WM Hinson” and together with White Mountains, the “Purchasers”), have commenced a cash tender offer to purchase up to an aggregate of 5,000,000 shares of Class A Common Stock, $0.01 par value per share (each, a “Common Share”), of MediaAlpha, Inc., a Delaware corporation (NYSE: MAX) (the “Company”), at a price of $10.00 per Common Share, net to the seller in cash, less any applicable withholding taxes and without interest (the “Offer”). If the Purchasers accept any Common Shares for purchase pursuant to the Offer, WM Hinson will purchase all such accepted Common Shares. The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, each dated May 26, 2023.
The Purchasers are making this Offer because they believe the Company's Common Shares represent an attractive investment. The Offer is not made for the purpose of acquiring or influencing control of the business of the Company. The Company is a “controlled company” under the rules of the NYSE, and following the Offer, an affiliate of the Purchasers will continue to have certain control rights over the Company as provided in the Stockholders’ Agreement as described the Offer to Purchase.
The Offer is scheduled to expire at one minute following 11:59 p.m., New York City time, on Monday, June 26, 2023 unless the Offer is extended or terminated (such date and time, as they may be extended, the “Expiration Date”). Any extension of the Offer will be announced publicly on the first business day after the Expiration Date.
The Offer is not conditioned on the receipt of financing. The Offer is, however, conditioned on a minimum number of 2,500,000 Common Shares being properly tendered and not properly withdrawn and to certain other conditions, which are set forth in the Offer to Purchase.
Holders interested in tendering their Common Shares must do so in accordance with the procedures set forth in the Offer to Purchase. Complete terms and conditions of the Offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials, which are being filed today by the Purchasers with the Securities and Exchange Commission (the “SEC”).
Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge from D.F. King & Co., Inc., the information agent for the Offer. Questions regarding the Offer and requests for assistance in connection with the Offer may be directed to D.F. King by contacting (877) 896-3199 (toll-free). Banks and brokers may contact D.F. King at (212) 269-5550 or max@dfking.com or the dealer manager, J.P. Morgan Securities LLC at (877) 371-5947 (toll-free). Computershare Trust Company, N.A. is acting as depositary for the Offer. J.P. Morgan Securities LLC is acting as Dealer Manager in connection with the Offer.
White Mountains Insurance Group, Ltd.
White Mountains Insurance Group, Ltd., based in Hamilton, Bermuda, is a diversified insurance and related financial services holding company.
Forward-Looking Statements
This press release contains certain forward-looking statements and therefore is subject to risks and uncertainties. These forward-looking statements generally are identified by the words “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may”, “should”, “will”, “would”, “will be”, “will continue”, “will likely result”, and similar expressions, and include statements regarding the conduct, terms and completion of the Offer. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release. You should carefully consider these and other uncertainties described in the Offer to Purchase and the other tender offer documents that have been or will be delivered to you or filed by the Purchasers with the SEC. Forward- looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements. None of the Purchasers or any of their directors, officers or affiliates give any assurance that they will achieve their expectations. The inclusion of any statement in this press release does not constitute an admission by the Purchasers or their directors, officers or affiliates or any other person that the events or circumstances described in such statement are material.
No Offer or Solicitation
This press release is provided for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that the Purchasers are filing today (or that the Company will file) with the SEC, including among other materials a tender offer statement on Schedule TO containing the Offer to Purchase, the Letter of Transmittal, and other materials relating to the Offer. HOLDERS OF COMMON SHARES ARE URGED TO CAREFULLY READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON SHARES. The Offer to Purchase and related Letter of Transmittal will be made available free of charge at the SEC’s website at www.sec.gov.
Contacts
White Mountains Insurance Group, Ltd.
Robert Seelig
(603) 640-2212
2 |
Exhibit 107
Calculation of Filing Fee Table
Table 1: Transaction Valuation
Transaction Valuation | Fee rate | Amount of Filing Fee | ||||||||||
Fees to Be Paid | $ | 50,000,000.00 | * | 0.00011020 | $ | 5,510.00 | ** | |||||
Fees Previously Paid | $ | — | $ | — | ||||||||
Total Transaction Valuation | $ | 50,000,000.00 | ||||||||||
Total Fees Due for Filing | $ | 5,510.00 | ||||||||||
Total Fees Previously Paid | $ | — | ||||||||||
Total Fee Offsets | $ | — | ||||||||||
Net Fee Due | $ | 5,510.00 |
* | The transaction valuation is estimated solely for the purpose of calculating the amount of the filing fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the product of (i) $10.00 per share, the maximum offering price and (ii) 5,000,000, the maximum number of shares of Class A common stock of MediaAlpha, Inc. to be purchased in the Offer. |
** | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Exchange Act, and Fee Rate Advisory #1 for fiscal year 2023 beginning on October 1, 2022, issued on August 26, 2022, by multiplying the transaction valuation by 0.00011020. |
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