Hamilton, Bermuda & Seattle, WA -(BusinessWire)- Enstar Group Limited (Nasdaq: ESGR) and SeaBright Holdings, Inc. (NYSE: SBX) recently jointly announced that they have entered into a definitive merger agreement under which Enstar will acquire SeaBright for $11.11 per share in cash. The purchase price represents a 34.3% premium over SeaBright’s Monday closing stock price of $8.27.
Under the terms of the merger agreement, a newly formed wholly-owned subsidiary of Enstar will merge with and into SeaBright, with SeaBright surviving as a wholly-owned subsidiary of Enstar. Enstar expects to finance the aggregate purchase price of approximately $252 million through a combination of cash on hand and a bank loan facility to be finalized before closing.
Completion of the transaction is conditioned on, among other things, the approval of SeaBright’s stockholders, regulatory approvals and satisfaction of various customary closing conditions. SeaBright intends to solicit the approval of its stockholders at a special meeting of stockholders to be held later this year. The transaction, which is not conditioned on Enstar’s ability to obtain financing, is currently expected to close in the first quarter of 2013.
“The acquisition of SeaBright is an exciting opportunity for Enstar,” said Dominic Silvester, Chief Executive Officer of Enstar. “We continue to focus on expanding in the U.S., and we believe SeaBright will be a significant addition to our portfolio. We look forward to working with SeaBright to ensure that its policyholders continue to receive excellent service.” Enstar is discussing opportunities with third-party insurance companies for the assumption of SeaBright’s policy renewals.
John G. Pasqualetto, Chairman, President and Chief Executive Officer of SeaBright, said: “This transaction will, upon closing, provide our stockholders with immediate liquidity at a price representing a significant premium to market. The transaction, which the Board of Directors has unanimously concluded is in the best interest of our stockholders, is the culmination of a lengthy and extensive process in which the Board carefully considered a broad range of strategic alternatives.”
Sandler O’Neill + Partners, L.P. is acting as financial advisor to SeaBright and has delivered a fairness opinion in connection with the transaction. Kirkland & Ellis LLP is acting as legal advisor and Mayer Brown LLP is acting as special regulatory counsel to SeaBright. Drinker Biddle & Reath LLP is acting as legal advisor to Enstar.