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Shareholders move to take Somers Ltd private

Somers Limited, the financial services investment holding company, has received an unsolicited offer from shareholders representing approximately 95 per cent of the company’s issued share capital to acquire all of the company’s issued shares.

The Bermudian-based firm announced the offer in a filing with the Bermuda Stock Exchange, and said that, if consummated, the proposed transaction would result in all shareholders unconnected with the bidder receiving $21 for each share of the company they own.

The terms of the proposed transaction include that the company would merge with a to-be-formed special purpose merger vehicle incorporated by the bidder, with the company being the surviving corporation.

Somers said the transaction consideration would be payable in the form of a two-year loan note to be listed on the Bermuda Stock Exchange with an annual interest rate of six per cent (accruing daily) issued to current non-bidder shareholders by the surviving corporation.

The company has formed a special committee of two directors independent of the bidder to assess the proposed transaction, including whether or not the transaction consideration represents fair value for the company’s shares.

At this time, Somers said, no decision had been made by the company or the special committee on whether or not to recommend the proposed transaction to shareholders. The special committee intends to give careful and urgent consideration to the proposed transaction.

An announcement will be made once the special committee has decided to support or reject the proposed transaction (including if the special committee decides to support the proposed transaction on modified terms).

Any proposed transaction will be subject to shareholder approval.

Somers opened trading on the BSX on Monday at $19 per share.

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Published June 14, 2022 at 7:57 am (Updated June 14, 2022 at 7:57 am)

Shareholders move to take Somers Ltd private

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