Cap Re shareholders to vote on ACE Ltd. bid
The big question about which Bermudian insurance giant is to gain ownership of the relative minnow of Capital Re should be answered just before the dawn of the new millennium.
Shareholders for the Capital Re Corporation have scheduled a date for a special meeting to vote on whether to accept a bid from ACE Limited.
On Thursday, December 30, 1999 at 10 a.m. at the company's office, 1325 Avenue of the Americas, 18th Floor, New York, New York, shareholders will gather to end an epic battle for their company.
They will then vote on whether to accept the sweetened deal offered by ACE of $14 a share or $511 million in a cash and stock takeover.
ACE have until recently been in a bidding war with XL Capital for the company.
The battle has stopped the free fall of Capital Re shares, and with every turn has seen the company's share price take a dramatic volte-face.
The terms of the deal call for Cap Re shareholders to swap each of their shares for 0.65 shares of ACE plus $1.30 a share or enough cash to bring the value of the bid to $14 a share, but not more than $4.68 a share.
ACE made the sweetened bid to match XL's $14 a share all-cash bid at the end of last month after a Delaware court denied an injunction sought by ACE to block negotiations between Cap Re and XL Capital.
The dramatic attempts by the two larger companies to out-bid each other began on October 7.
ACE originally agreed to buy Cap Re in June in a deal in which Cap Re shareholders would swap their shares for 0.60 shares of ACE.
That deal originally valued Cap Re at about $18.90 a share, or $606 million.
But ACE's original offer lost about half of its value, dropping to just $10.54 a share, or about $385 million after a drop in share price.
XL then muscled in by offering $12.50 a share cash and then bumped the bid up to $13 a share cash.
ACE twice raised its bid to match XL's bids.
Last week XL announced that, for the moment, it would not be offering any higher bids for Cap Re.
The same week Financial Security Assurance Holdings, a competitor of Cap Re's announced it was offering $140 million of new share capital to its existing shareholders, including XL, and XL's interest in Cap Re appears now to be dead.
A statement issued by Cap Re said: "The purpose of the meeting is to vote on the proposed merger with ACE Limited.
"Notice of the Special Meeting and proxy materials will be mailed to shareholders of record as of November 26, 1999.''
