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 3, 2013
AMERICAN SAFETY INSURANCE HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
Bermuda | 001-14795 | Not applicable | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
The Boyle Building, 2nd Floor
31 Queen Street
Hamilton, Bermuda HM 11
(Address of principal executive offices, including zip code)
(441) 296-8560
(Registrants telephone number, including area code)
Not Applicable
(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:
¨ | 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 240.13e-4(c)) |
Item 8.01 Other Events
Press Release
On June 3, 2013, American Safety Insurance Holdings, Ltd., a Bermuda exempted company (Company), issued a press release announcing the execution of an Agreement and Plan of Merger by Fairfax Financial Holdings Limited, a Canadian Corporation (Fairfax), Fairfax Bermuda Holdings Ltd., a Bermuda exempted company and an indirect wholly owned Subsidiary of Fairfax (Merger Sub), and the Company, pursuant to which, subject to the satisfaction or waiver of specified conditions, Fairfax will acquire all of the outstanding Company common shares, par value $0.01 per share, at a purchase price of $29.25 per share in cash. A copy of the press release is filed as Exhibit 99.1 hereto, and the full text of such press release is incorporated herein by reference.
Additional Information for Stockholders
In connection with the proposed transaction, the Company intends to file a definitive proxy statement and other relevant materials with the SEC. Before making any voting decision with respect to the proposed transaction, shareholders of the Company are urged to read the proxy statement and other relevant materials because these materials will contain important information about the proposed transaction. The proxy statement and other relevant materials, and any other documents filed by the Company with the SEC, may be obtained when available free of charge at the SECs website at www.sec.gov or for free from the Companys website at www.amsafety.com. Such documents are not currently available.
Participants in the Solicitation
The Company and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of the Company common shares in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Companys 2012 annual meeting of shareholders, which was filed with the SEC on June 1, 2012. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the transaction (once available).
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are included with this report:
Exhibit No. |
Description | |
99.1 | Press Release, issued June 3, 2013, announcing execution of Agreement and Plan of Merger among Fairfax Financial Holdings Limited, Fairfax Bermuda Holdings Ltd. and the Company. |
2
SIGNATURES
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.
Dated: June 3, 2013 | AMERICAN SAFETY INSURANCE HOLDINGS, LTD. | |||||
By: | /s/ Stephen Crim | |||||
Stephen R. Crim | ||||||
President/CEO |
3
Exhibit 99.1
FAIRFAX FINANCIAL TO ACQUIRE AMERICAN SAFETY INSURANCE HOLDINGS, LTD. FOR
$29.25 PER SHARE IN CASH
(Note: All dollar amounts in this press release are expressed in U.S. dollars.)
TORONTO, ONTARIO and HAMILTON, BERMUDA June 3, 2013 Fairfax Financial Holdings Limited (TSX: FFH and FFH.U) and American Safety Insurance Holdings, Ltd. (NYSE: ASI) today announced that Fairfax and American Safety have entered into a merger agreement pursuant to which Fairfax will acquire all of the outstanding shares of American Safety common stock. American Safety stockholders will receive $29.25 per share in cash, representing an aggregate transaction value of approximately $306 million. The price represents a premium of 22.1% to the closing price of American Safety common stock on May 31, 2013, the last trading day prior to this announcement. The transaction is expected to close in the fourth quarter of 2013.
The board of directors of American Safety, after unanimously determining that the merger is in the best interest of American Safety and its stockholders, unanimously approved the merger agreement and resolved to recommend that American Safetys stockholders vote to approve the merger. Certain of the directors and executive officers of American Safety, who beneficially own approximately 10% of the outstanding shares of American Safety common stock, have agreed to vote their shares in favor of the merger.
The transaction is subject to customary conditions, including approval by American Safetys stockholders and regulatory approvals. There is no financing condition to consummate the transaction.
Concurrent with the execution of the merger agreement with American Safety, Fairfax entered into a purchase and sale agreement with Tower Group International, Ltd. pursuant to which Fairfax agreed to sell the Bermuda subsidiary, American Safety Reinsurance, Ltd. promptly upon acquiring it from American Safety. Such transaction is subject to customary conditions including regulatory approvals.
The acquisition is expected to be financed using internal resources and is not expected to require Fairfax holding company cash. Fairfax expects several of the American Safety specialty lines groups to move to Crum & Forster and Hudson. The acquisition is expected to provide the Fairfax group with $480 million of additional investable assets.
Prem Watsa, Chairman and Chief Executive Officer of Fairfax, said: We look forward to working with the talented professionals in the American Safety team. We expect to enhance our insurance operations in certain specialty lines of business with American Safetys expertise.
Stephen R. Crim, President and Chief Executive Officer of American Safety said We are excited to become part of the Fairfax organization, which is highly regarded in the insurance industry. Our specialty insurance platform will fit well into subsidiaries Crum & Forster and Hudson Insurance Group, facilitating a seamless transition for our customers. I want to express my deep gratitude to our employees, business partners, management and board for their role in building our successful specialty insurance company.
BofA Merrill Lynch is acting as exclusive financial advisor to American Safety and Shearman & Sterling LLP is acting as legal counsel to American Safety.
Torys LLP is acting as legal counsel to Fairfax.
Background
Fairfax is a financial services holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management.
American Safety is a Bermuda-based holding company offering innovative insurance solutions for underserved specialty risks through its U.S.-based program administrator, American Safety Insurance Services, Inc., and its U.S. insurance and Bermuda reinsurance companies.
Forward-looking Statements
This press release includes certain forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Fairfax or American Safety to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the timing and completion of the merger, the outcome of any legal proceedings relating to the merger, the effect of the announcement on American Safetys customer relationships, operating results and business generally. Such factors also include, but are not limited to, the risks and uncertainties described in Fairfaxs reports filed with the SEC and securities regulatory authorities in Canada, which are available at www.sec.gov and www.sedar.com, and in American Safetys reports, including its Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC, which are available at www.sec.gov. Fairfax and American Safety disclaim any intention or obligation to update or revise any forward- looking statements, except as required by law.
Additional Information
In connection with the proposed transaction, American Safety will file a proxy statement with the Securities Exchange Commission (SEC). AMERICAN SAFETYS INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AS THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION.
Investors and shareholders may obtain free copies of the proxy statement and other documents filed by American Safety (when available) at the SECs web site at www.sec.gov. or at American Safetys web site at www.asih.bm. The proxy statement and other documents may also be obtained, when available, at no charge from American Safety by directing such request to American Safety Insurance Holdings, Ltd., the Boyle Building, 2nd Floor, 31 Queen Street, Hamilton HM11, Bermuda, Attn: Corporate Secretary, telephone: (441) 542-7938.
American Safety and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from American Safety shareholders in connection with the proposed transaction. Information concerning the interests of those persons is set forth in American Safetys annual report on Form 10-K and amendment thereto on Form 10-K/A for the year ended December 31, 2012, both filed with the SEC, and will also be included in the proxy statement relating to the transaction, when available.
Contacts
Fairfax Financial Holdings Limited:
John Varnell
Vice President, Corporate Development
416-367-4941
Media Contact
Paul Rivett
Vice President, Operations
416-367-4941
American Safety Financial Corporation:
Investor Relations
Stephen R. Crim
Scrim@amsafety.bm
(441) 296-8560
ET8\M1:ZGHTVNZG9?"(:K=WCMJ$\(V38`8%VPO3N`:\O_X3
M3Q1_T'K[_OZ:[[XL2KIOA;2-%C8`;AD#^ZBX_F:\FK+#PBXN36[-*TVI))['
MHGP_U#Q'XEUBX@GUR^:*&W+_`.N/WMP`_K16Q\%K(+INI7Y',DRP@_[JY/\`
MZ$**Y,1.U1J)T4HW@FSTVDHKGO'&O?V!X:GGC;%Q-^Z@_P!X]_P&37*==.#J
M34([L\L^(.O?VYXGE$3[K:SS#%CH>/XG^0K/\`"FB-K_B*UL<'RBV^8^B#
MD_GT_&NJ\'OX*US99:GI,-MJ!X#&5PDQ]N>#[5Z+I/AC1M"FDETVQ2WDD7:S
M!B21Z