HDU21 Mar 2012 19:14
HARDY UNDERWRITING BERMUDA LIMITED
BY
CNA FINANCIAL CORPORATION
(to be implemented by way of a merger under the Bermuda Companies Act with CNA Bermuda SPV, a wholly-owned subsidiary of CNA)
Summary
· The boards of CNA Financial Corporation ("CNA") and Hardy Underwriting Bermuda Limited ("Hardy") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition for the entire issued and to be issued share capital of Hardy by CNA (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Merger under the Bermuda Companies Act.
· Under the terms of the Acquisition, Hardy Shareholders will be entitled to receive 280 pence in cash for each Common Share (the "Acquisition Price") which values the entire issued and to be issued share capital of Hardy at approximately £143 million.
· The Hardy Directors, who have been so advised by Rothschild and Peel Hunt, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Rothschild and Peel Hunt have taken into account the commercial assessment of the Hardy Directors.
· Accordingly, the Hardy Directors will unanimously recommend that Hardy Shareholders vote to approve the Acquisition at the Special General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such offer), as the Hardy Directors who are also Hardy Shareholders have irrevocably undertaken to do in respect of their own (and, where applicable, of their connected persons') beneficial shareholdings of 2,264,687 Common Shares representing approximately 4.43 per cent. of the existing issued share capital of Hardy.
· In addition, CNA has received irrevocable undertakings to vote in favour of the Acquisition from certain institutional Hardy Shareholders in respect of a total of 10,518,735 Common Shares, representing approximately 20.57 per cent. of the existing issued share capital of Hardy.
· CNA has therefore received irrevocable undertakings to vote in favour of the Acquisition from Hardy Shareholders in respect of a total of 12,783,422 Common Shares, representing approximately 25.00 per cent. of the existing issued share capital of Hardy.
· A Circular, setting out the details of the Acquisition and the procedures to be followed to approve the Acquisition, will be posted to Hardy Shareholders as soon as practicable and in any event by 18 April 2012. The Special General Meeting is expected to be held in April 2012, and, subject to obtaining the required regulatory consents without delay, the Acquisition is expected to become effective by the end of June 2012.