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Tower Group -13.6% AH; letter suggests ACP merger could be at risk

  • "Various of your representatives have orally suggested to us that an unwaived Insolvency Event has or may have occurred," reads a letter from Tower Group's (TWGP) general counsel to ACP's (AFSI) CFO. An insolvency event could potentially allow ACP to pull out of its merger agreement with Tower.
  • Tower insists it doesn't think any insolvency event has happened, and is requesting ACP "unequivocally assure Tower in writing of its commitment to close the Merger on the terms and conditions set forth in the merger agreement and affirm that an Insolvency Event has not occurred."
  • Should ACP fail to do so by 5PM on Monday, Tower will conclude ACP doesn't plan to voluntarily go through with the deal. "Tower reserves all of its rights, positions, and remedies under the merger agreement or otherwise."
Comments (4)
  • Wilson Wang
    , contributor
    Comments (857) | Send Message
     
    Wow. What a turn of events.
    27 Jun, 11:49 PM Reply Like
  • Patent News
    , contributor
    Comments (1321) | Send Message
     
    not surprising- look @ prior article http://seekingalpha.co...

     

    kudos to David Merkel!
    28 Jun, 07:15 AM Reply Like
  • a1newman
    , contributor
    Comments (19) | Send Message
     
    That same SEC document already includes a response from ACP as follows:
    Exhibit 99.2
    KRAMER LEVIN NAFTALIS & FRANKEL LLP

     

    ERNEST S. WECHSLER
    PARTNER
    PHONE 212-715-9211
    FAX 212-715-8086
    EWECHSLER@KRAMERLEVIN.COM
    June 27, 2014
    Elliot S. Orol
    Senior Vice President, General Counsel and
    Secretary
    Tower Group, Inc.
    120 Broadway, 31st Floor
    New York, NY 10271
    Dear Elliot:
    I am writing on behalf of our client, ACP Re, Ltd., in response to your letter dated June 26, 2014. ACP Re will comply in all respects with its obligations under the parties’ Merger Agreement. ACP Re reserves all its rights under the Merger Agreement, with respect to the matters referenced in your letter or otherwise.

     

    Sincerely
    /s/ Ernest S. Wechsler
    Ernest S. Wechsler
    ESW:ih

     

    cc: John M. Schwolsky
    Alexander M. Dye
    1177 AVENUE OF THE AMERICAS NEWYORK NY 10036-2714 PHONE 212.715.9100 FAX 212.715.8000
    990 MARSH ROAD MENLO PARK CA 94025-1949 PHONE 650.752.1700 FAX 650.752.1800
    47 AVENUE HOCHE 75008 PARIS FRANCE PHONE (33-1) 44 09 46 00 FAX (33-1) 44 09 46 01
    WWW.KRAMERLEVIN.COM
    29 Jun, 12:50 AM Reply Like
  • a1newman
    , contributor
    Comments (19) | Send Message
     
    Today's SEC filing shows the date to vote the proxy.
    "We cordially invite you to attend a special general meeting of the shareholders of Tower Group International, Ltd., which we refer to as the Company, to be held on August 6, 2014 at 9:30 a.m. local time, at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke HM 08, Bermuda."
    30 Jun, 05:42 PM Reply Like
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