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Unhappy investors threaten $1.1bn buyout of Argo Group by Brookfield

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Argo Group’s takeover by Brookfield Re is being challenged in court (Photograph by David Fox)

Allegations filed in a US District Court may cast a shadow over some of the local plans of a company hailed by the Government for a multimillion-dollar city redevelopment proposal.

Construction is slated to start on one of the largest developments in the city for some time, a project believed to stretch from Front Street to Reid Street.

But legal action in the Southern District of New York is not against Brookfield, the Canadian multinational that intends redeveloping along Chancery Lane.

The action is against the Bermuda insurer, the Argo Group, the target of a billion-dollar Brookfield takeover, which is part of the multinational’s Bermuda plan.

Amid allegations of SEC violations, two filings are before the courts challenging the $1.1 billion buyout of Argo by Brookfield’s Bermuda-domiciled reinsurance unit.

The filings can also be found on the OffshoreAlert website.

The merger is expected to close in the second half of 2023, yielding $30 per common share for Argo stockholders.

It represents a 6.7 per cent premium on Argo’s closing share price on February 7, and a 48.7 per cent premium over Argo’s closing share price on September 7, 2022, the last full trading day prior to Argo announcing the sale of Argo Underwriting Agency Limited and its Lloyd’s Syndicate 1200 and the continuation of its “strategic alternatives review” process.

91 Front Street is one side of the massive Brookfield Redevelopment that stretches to Reid Street (Photograph by David Fox)

The Argo board unanimously agreed to the proposed transaction, but unhappy investors — in two separate filings — say it is imperative that Argo’s shareholders see important information they say was omitted from the proxy statement.

The complainants say that is how shareholders can meaningfully assess whether the proposed transaction is in their best interests prior to the forthcoming stockholder vote.

One disgruntled investor is Ryan O’Dell, who wants to stop the sale, under the present conditions.

He wants more information released to shareholders to better inform them on the sale, claiming that the circulated proxy statements contained materially insufficient information on the state of the company.

In a related filing, a second investor, Shiva Stein, has made similar allegations.

Both claim defendants violated sections of the US Exchange Act by causing a materially incomplete and misleading preliminary proxy statement.

Ms Stein calls for a stop to the planned transaction “unless and until the material information” is given to Argo stockholders.

In the event the deal is done, she too seeks to recover damages resulting from the defendants’ alleged violations of the Exchange Act.

Named in both filings as defendants are Argo Group International Holdings Ltd, as well as directors Thomas A. Bradley, Bernard C. Bailey, Dymphna A. Lehane, Samuel Liss, Carol McFate and Al-Noor Ramji.

Argo emerged from a long-running and bruising clash that included a battle for boardroom control, and was finally able to move forward with a new slate of directors in December.

Just before Christmas, the company announced a certified board and unanimous agreement on the issues ahead.

By February, the company said, it had completed the sale of a Lloyd’s Syndicate. Days later, key shareholders were able to announce what they had long lobbied for — a sale of the company.

It was seen as the end of a long road of investor unrest when it was agreed that Brookfield Reinsurance would acquire Argo in an all-cash transaction.

Now, two investors are asking for a jury trial to hear their case against Argo before the investors vote on the Brookfield Re takeover.

Brookfield Re, registered in Bermuda since December 2020, operates a financial services business providing capital-based solutions to the insurance industry.

Through its operating subsidiaries, it offers a broad range of insurance products and services to individuals and institutions, including life insurance and annuities, health, and personal and commercial property and casualty insurance.

The company is part of Toronto-headquartered Brookfield Corporation, which has a perpetual capital base of approximately $125 billion generating $5 billion of free cashflow annually that is deployed across its three core pillars — asset management, insurance solutions and its operating businesses.

Brookfield Corporation is a global player, with 180,000 operating employees in 30 countries on five continents across its three core pillars.

Brookfield Asset Management is a global alternative asset manager with approximately $800 billion in assets under management.

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Published March 23, 2023 at 7:52 am (Updated March 24, 2023 at 7:53 am)

Unhappy investors threaten $1.1bn buyout of Argo Group by Brookfield

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