"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."
Euroins Insurance Group has made a $3.75/share offer for Tower Group (TWGP +13.8%), subject to due diligence and "negotiation and execution of a definitive written agreement." The offer price soundly exceeds the ACP Re's (AFSI +0.1%) revised $2.50/share bid.
Tower shares are currently at $2.55, after having momentarily spiked as high as $3.01.
Downgrading Tower Group (TWGP -13.9%) to Underperform and halving its price target to $1.50, KBW notes an "elevated risk" of the merger with AmTrust (AFSI -1.1%) subsidiary ACP Re being restructured at a lower price (though it still expects the deal to close). At issue is the release of Tower's 2013 10-K which showed a big decline in book value to $1.67 per share at year's end from $3.62 at the end of Q3.
The 2-day decline for Tower since the downgrade is about 21%.
Buy the dip says Blue Ridge Buffettologist in an SA Pro article embargoed until tomorrow morning.
Tower Group (TWGP -28%) expects to report a $75M-$105M Q3 increase in its loss reserves, due largely to reserve increases for its "workers compensation, commercial multi-peril liability, other liability and commercial auto liability lines of business." (PR)
Tower also expects its U.S. combined statutory surplus (exc. cessions to a Bermuda affiliate) to drop to $315M-$335M at the end of Q3 from $374M at the end of Q2.
Separately, Tower announces it's selling its 10.7% stake in insurance firm Canopius Group to a Bregan Capital fund for $69.7M. The company has used the proceeds to help pay down $70M outstanding for a credit facility.
Last month, Tower announced it's restating its 2011/2012 results, and said "substantial doubt" exists about its "ability to continue as a going concern."
Dec. 18, 2013, 11:14 AM
Sep. 29, 2011, 9:45 AM
Shares of property and casualty insurance peers surge on the Harleysville (HGIC +85.2%) buyout offer: TRV +2.9%, CINF +3%, THG +2.6%, TWGP +3.5%. Life insurers too: MET +5.8%, PRU +5.9%, LNC +6.6%, GNW +5.5%.