American Safety Insurance Holdings, Ltd. (NYSE: ASI) announced certain developments relating to the pending acquisition of American Safety by Fairfax Financial Holdings Limited (TSX: FFH and FFH.U).
On August 14, 2013, American Safety received a revised proposal from Catalina Holdings (Bermuda) Ltd. to acquire 100% of the capital stock of American Safety for $30.75 per share. After consultation with its financial advisors and outside legal counsel, the board of directors of American Safety determined that it would engage in discussions with Catalina to aid in its consideration of Catalina’s latest proposal. The board determined that such discussions were consistent with its fiduciary duties and the requirements of the Agreement and Plan of Merger, dated as of June 2, 2013, among Fairfax, Fairfax Bermuda Holdings Ltd., and American Safety, as amended on August 7, 2013.
Subsequently, American Safety’s financial advisor, Bank of America Merrill Lynch, had separate conversations with Catalina’s financial advisor and Fairfax during which Catalina and Fairfax were told that the board of directors of American Safety would meet on August 16, 2013 to consider Catalina’s latest proposal. Both Catalina and Fairfax were encouraged to submit their “best and final” offers for American Safety by the close of business on August 15, 2013. In addition, American Safety’s outside legal counsel, Shearman & Sterling LLP, provided a draft merger agreement to Catalina’s outside legal counsel and reiterated the board’s request that Catalina submit its “best and final” offer on August 15, 2013. On August 15, 2013, Catalina confirmed its revised proposal of $30.75 and submitted a revised draft of the merger agreement. Fairfax did not submit a revised proposal on August 15, 2013.
On August 16, 2013, the board of directors of American Safety held a meeting, at which representatives of BofA Merrill Lynch and Shearman & Sterling were present, to review and discuss Catalina’s revised proposal. During this meeting, at the request of the board of directors of American Safety, a representative of BofA Merrill Lynch contacted the CEO of Catalina to request an opportunity for members of the board to discuss certain aspects of Catalina’s proposal with its CEO. During this discussion with the representative of BofA Merrill Lynch, the CEO of Catalina extended Catalina’s offer until the evening of August 18, 2013 to allow the American Safety board to fully consider its proposal. A call among the Chairman of the board of directors and the president of American Safety, the CEO of Catalina and other Catalina personnel, and their respective representatives was subsequently scheduled for the morning of August 18, 2013. In advance of the call, Shearman & Sterling provided Catalina’s outside counsel with a written agenda for the call. This call occurred as scheduled on August 18, 2013.