Haverford Bermuda says Omega bid lapsed
Haverford Bermuda Ltd says its original bid to buy a 25 percent stake in Bermuda-based insurer Omega Insurance Holdings has lapsed but it is still hopeful of resurrecting the deal within the next three weeks.Omega, however, insists that it sees no reason why the deal should have lapsed under its original terms and no reason why the deal should be amended.Haverford chairman Mark Byrne, the co-founder of Flagstone Re, is set to become Omega's executive chairman under the terms of the offer Haverford made in September.He was offering a range of between 70p and 83p per share for 60.2 million shares of London-listed Omega, with the final price set by a ‘Dutch auction', in which shareholders quoted the minimum price they could accept to tender their shares. The deal was oversubscribed at the top end of the range.“HBL (Haverford) has decided not to extend the offer,” read Haverford's statement on Friday.“However, HBL is aware that Omega considers the offer may still become wholly unconditional if all the conditions are fulfilled (or waived) within the next 21 days.“The issues in dispute include the applicability of certain terms of the offer and the interpretation of the minimum tender condition (which HBL considers has not been satisfied).“Should all conditions become so satisfied (or waived), HBL will seek to reach common ground with Omega.“Before the offer closed at 1pm on 30 November 2011, valid tenders had been received in respect of 162,274,479 Omega shares and Omega DIs.“Had the offer become wholly unconditional, the Strike Price would have been 83p per Omega Share. Since the offer was oversubscribed, tenders would have been subject to scaling back.”At the heart of the matter is a weakening in the financial position of Omega, since the offer was first tabled.Last month, in its nine-month interim statement, Omega raised the estimates of catastrophe losses in the first half of the year by $6 million.At 83p, Haverford would have been paying £50 million (about $78 million) for the 25 percent stake.Omega shares fell 1.75p, or 2.7 percent, to close on 62.75p in London Stock Exchange trading on Friday, leaving the company with a market capitalisation of £153 million, according to Bloomberg data.Haverford continued: “In light of the very significant and unexpected deterioration in the financial position of Omega, and the information subsequently provided by Omega to HBL, HBL considers that the strategy for Omega, if Mark Byrne becomes executive chairman, as described in the offer document and as notified to regulators, may require significant amendment if the long-term financial stability and improved performance of the Omega Group is to be secured.”Haverford said it had pitched a new fixed-price offer of 74p per share and was continuing discussions with Omega's board.Omega responded by suggesting that the conditions of the original deal had been met and there was no need to make amendments.“HBL has announced that the offer was over-subscribed,” Omega said.“The Omega board therefore sees no reason why the offer would not proceed at the strike price of 83p and... become unconditional in all respects if all conditions are met within a further 21 days following the closing date of 30 November 2011.“The Omega board is not aware of any reason why the outstanding conditions should not be met within that time frame (as envisaged in the timetable in the offer document) and sees no grounds for a change to the strike price of 83p which has been arrived at under the tender mechanism which HBL itself devised and was set out in HBL's offer document.”The statement concluded: “The Omega board remains open to discussions with HBL on the basis that HBL honours the tenders it has received and has requested that HBL publishes comprehensive details of any proposals it wishes to make.”