Somers board recommends it should go private
Bermuda-based Somers Limited is set to go private after its board received a recommendation that the offer for the shares of the company represented fair value at approximately $21 a share.
The valuation, which is a 10.5 per cent premium on the last trading price of $19, would value the company at $468 million. If accepted, as seems almost certain, the company’s shares would be delisted from the Bermuda Stock Exchange where it is the second-largest domestic listing after Butterfield Bank.
A statement today said that a special committee of the board of directors of Somers had recommended that the unsolicited offer from SNB Investments Limited represents fair value for the company’s shares.
The financial services investment holding company announced on June 13 that it had received an offer from the majority shareholders, who make up SNB, representing approximately 95 per cent of the company’s issued share capital.
The statement said that a special general meeting of the company will be held at 9am on July 20 at Richmond House, 12 Par-la-Ville Road, Hamilton to vote on the offer.
A shareholder circular and associated documentation will be sent to all shareholders on Monday.
The board recommends that Somers’ shareholders should vote in favour of the offer, which proposes that the company merges with SNB, with the company being the surviving company.
If the requisite number of shareholders vote in favour of the offer, shareholders will receive $21 for each ordinary share of the company that they own (which includes the interim dividend of $0.24 per ordinary share declared on May 19).
The offer 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 6 per cent (accruing daily) and issued by the surviving company to all Somers shareholders not associated with SNB.
Somers opened trading on the BSX on Friday at $19 per share.