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Endurance shareholders back sale to Sompo

Staying on: John Charman, chairman and CEO of Endurance

Shareholders of Endurance Specialty Holdings Ltd have backed the company’s $6.3 billion takeover by Japanese insurance giant Sompo Holdings.

In a short statement issued on Friday, the Bermudian-based insurer and reinsurer said common and preferred shareholders had voted to accept Sompo’s offer of $93 per share.

The merger is subject to regulatory approvals, but the companies expect the deal to close before the end of March.

The special meeting took place in Hamilton on Friday morning, when a majority in favour was required from holders of ordinary shares and preferred shares, voting as one class.

John Charman, one of the best known leaders in the Bermuda insurance industry, has agreed to stay on as chief executive officer of the Endurance team for the next five years, along with other members of the senior management team. Mr Charman will also become chairman of the board of Sompo’s international business.

When the deal was announced last October, Mr Charman confirmed to this newspaper that Endurance’s head office would remain in Bermuda. The firm is based in Waterloo House on Pitts Bay Road.

Under his restated employment agreement, to take effect on the closing of the merger, Mr Charman will receive a base salary of $100 per year and will not be eligible for annual or long-term incentive compensation, according to a proxy filed with the US Securities and Exchange Commission last month.

When he took over as chairman and CEO of Endurance in May 2013 he and his family ploughed tens of millions of dollars of their personal wealth into the company, becoming major shareholders.

He has continued to accumulate Endurance shares and Mr Charman owned more than 3.35 million shares as of December 28, 2016. That amounts to nearly 5 per cent of Endurance’s outstanding shares with a value of $311.8 million at Sompo’s offer price.

The proxy document also describes the background to the deal. It had its roots in conversations between Mr Charman and Nigel Frudd, an executive officer of Sompo, in March and May last year, when the men spoke of opportunities to develop the companies’ existing business relationship.

In May, Mr Charman indicated to Mr Frudd that Endurance was not for sale, according to the filing. A series of discussions involving top officers and directors of the two companies in July and August led to an agreement between the firms to share non-public information.

At an Endurance board meeting on September 6 last year, Mr Charman told directors that Sompo had not yet made an acquisition proposal, but it was possible that an offer would come.

The board authorised Mr Charman to continue with discussions with Sompo representatives and to allow the Japanese company to conduct due diligence on Endurance.

Sompo made a $90 per share takeover offer on September 26 last year. After further negotiations the price was raised to $93 per share and accepted by the Endurance board. Mr Charman abstained from the vote. The deal was finalised on October 5 and a press release issued to announce it.