Complementary merger of equals will create Alterra Capital Holdings Limited, a global P&C insurance and reinsurance companyCombination will provide greater scale and enhanced financial strength, with a diversified and balanced book of businessHAMILTON, Bermuda, Mar 03, 2010 (BUSINESS WIRE) -- Max Capital Group Ltd. (NASDAQ: MXGL; BSX: MXGL BH) ("Max") and Harbor
Point Limited ("Harbor Point"), a privately held company, announced
today that the boards of directors of both Max and Harbor Point have
unanimously approved a definitive amalgamation agreement for a merger of
equals. The combined company will be renamed and rebranded as Alterra
Capital Holdings Limited ("Alterra") and after the consummation of the
merger will trade on the NASDAQ Global Select market under the symbol
ALTE.
Under the terms of the definitive amalgamation agreement, holders of
Harbor Point common stock will each receive a fixed exchange ratio of
3.7769 Max common shares for each Harbor Point share. In addition, both
Max and Harbor Point intend for the board of directors of the combined
company to declare a special cash dividend of $2.50 per share following
closing to all shareholders of the combined company (approximately $300
million in total). Following the merger, Harbor Point shareholders will
own approximately 52% of the combined company on a fully diluted basis,
with Max shareholders owning approximately 48%. Completion of the
transaction is contingent upon customary closing conditions, including
the approvals of shareholders and regulatory approvals and notices, and
is expected to close in the second quarter of 2010.
Following the close of the transaction, W. Marston (Marty) Becker,
Chairman and Chief Executive Officer of Max will be President and Chief
Executive Officer of Alterra and serve as a Director, while John R.
Berger, Director, Chief Executive Officer and President of Harbor Point
will be Chief Executive Officer of Reinsurance of Alterra and Vice
Chairman of the board of directors. Mr. Berger will also chair the
Board's Underwriting Committee.
The board of directors of Alterra will consist of fourteen directors,
including Messrs. Becker and Berger, in addition to six directors
appointed by each of Max and Harbor Point. Michael O'Reilly, Chairman of
Harbor Point's board of directors and former Vice Chairman and Chief
Financial Officer of The Chubb Corporation, will be the non-executive
Chairman of Alterra's board of directors.
Mr. Becker said, "The Max - Harbor Point transaction is a true merger of
equals and brings together two strong and vibrant organizations with
good balance at both the Board and senior management level, and robust
balance sheets to create Alterra Capital Holdings Limited, a diversified
and balanced global insurance company with much greater scale, capital,
and financial strength. We have chosen Alterra, "high ground," as our
new brand name, as we believe the company will be a provider of superior
security for our clients - a market leader at the pinnacle of our
industry. With capital of approximately $3 billion, in a market that
values strength and size as a sign of franchise safety and
sustainability, Alterra will be well positioned to take full advantage
of profitable growth opportunities in the P&C insurance and reinsurance
markets. Harbor Point brings significant intellectual capital to Alterra
with a highly experienced, very well-regarded reinsurance team that
writes complementary lines to Max. Success in our business is built on
talented underwriters. The core of this team has a 25-year track record
of profitably navigating through all phases of the underwriting cycle. I
have known John Berger for years, have admired his track record, and
look forward to having him as my partner in building this great company."
Mr. Berger said, "Alterra will benefit from an exceptionally strong
combination of global underwriting platforms with limited operating
overlap, and outstanding management and underwriting teams. There are
very few companies of Max's size that have the diversification and
global reach it enjoys. The combination of our companies will produce a
highly diverse portfolio of specialty insurance and reinsurance
business, including a mix of long and short-tail lines. As a result, we
expect that Alterra will have less volatile underwriting results than
either of its individual components, as well as more flexibility to
efficiently manage capital. I have done business with Marty over a long
time, most recently, as a reinsurer of Max's insurance business. I
respect what Marty and his team have built at Max and look forward to
successfully growing the combined company."
Mr. O'Reilly said, "We believe this transaction will continue to build
value for the shareholders of Harbor Point and Max. Max and Harbor Point
are a compelling strategic fit, with Max adding primary insurance
underwriting and multiple operating platforms to Harbor Point's deep
expertise in the reinsurance market. The companies have similar
underwriting cultures and an opportunistic approach to the markets."
Strategic and Financial Attributes of Alterra Capital Holdings
Limited
The combination of Max and Harbor Point is expected to create
significant benefits for the shareholders of both companies, and to
provide a firm foundation for strong financial performance going forward.
Stronger capital base:
Alterra is expected to have approximately $3 billion in equity and
minimal financial leverage, enhancing financial flexibility.
Deep and proven expertise:
The combination of Max and Harbor Point brings together seasoned and
accomplished teams with limited overlap and with strong records of
producing profitable business in diverse specialty insurance and
reinsurance lines. The result is an extraordinary level of talent that
should enable Alterra to perform well through market cycles.
Global platform and balanced,
diversified business: Major operating platforms in Bermuda,
Europe, the U.S., Latin America, and at Lloyd's are expected to write a
balanced portfolio of insurance and reinsurance business. Max and Harbor
Point each have significant exposure to both long-tail and short-tail
lines, and, after the combination, Alterra is expected to write
approximately 50% long-tail and 50% short-tail business.
Organizational Structure and Major Shareholders
Alterra will serve as the Bermuda-based holding company for the existing
global specialty insurance and reinsurance operating subsidiaries of Max
and Harbor Point following closing. Upon closing or as soon as
practicable thereafter, these entities will be rebranded with the
Alterra name. Going forward, it is anticipated that, with the exception
of reinsurance written at Lloyd's, all the reinsurance business of the
group will be written by Alterra Reinsurance Limited and Alterra
Reinsurance USA Inc., formerly the Harbor Point reinsurance companies.
Moore Holdings LLC, and certain of its affiliates, the founders and
largest shareholders of Max, and Trident III, L.P. and Trident III
Professionals Fund, L.P., founders of Harbor Point, along with certain
other Harbor Point shareholders, have agreed to vote in favor of the
amalgamation. Additional details on the amalgamation are posted on the
websites of Max and Harbor Point, at www.maxcapgroup.com
and www.harborpoint.com,
respectively.
Advisors
BofA Merrill Lynch acted as financial advisor to Max and Akin Gump
Strauss Hauer & Feld LLP and Conyers Dill & Pearman as legal counsel.
For Harbor Point, Willis Capital Markets & Advisory acted as financial
advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Appleby as
legal counsel.
Conference Call and Webcast
Max and Harbor Point will conduct a joint investor conference call on
March 4, 2010 at 8:00 a.m. Eastern Time to discuss the merger with
interested investors and shareholders.
On the call, Max will be represented by Chairman and Chief Executive
Officer, W. Marston (Marty) Becker, and Executive Vice President and
Chief Financial Officer, Joe Roberts. Harbor Point will be represented
by Director, Chief Executive Officer and President, John Berger, and by
Chief Financial Officer, Andrew Cook.
The details of the call are as follows:
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Date: March 4, 2010
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Time: 8:00 a.m. Eastern Time
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Toll-free number (U.S. callers): 1-866-831-6247
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International callers: 1-617-213-8856
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Access code (all participants): 48743977
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Please dial in five to ten minutes prior to the start of the call.
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In addition, interested persons may listen to the call via the websites
of Max or Harbor Point, at www.maxcapgroup.com
or www.harborpoint.com,
respectively.
If you are unable to participate in the "live" call, a replay will be
available from approximately 11:00 a.m. Eastern Time on March 4, 2010
until April 4, 2010. To listen to the replay, U.S.-based callers may
dial 1-888-286-8010; international callers may use 1-617-801-6888; the
access code for the replay is 90797377.
About Max Capital Group Ltd.
Operating from offices in Bermuda, Ireland, the U.S., Latin America, and
at Lloyd's, Max Capital Group Ltd. is a global enterprise dedicated to
providing diversified specialty insurance and reinsurance products to
corporations, public entities, property and casualty insurers, and life
and health insurers.
About Harbor Point Limited
Harbor Point Limited is a Bermuda-based holding company with property
and casualty reinsurance operations in Bermuda, the U.S. and the UK.
Cautionary Note Regarding Forward-Looking Statements:
This press release includes statements about future economic
performance, finances, expectations, plans and prospects of Max and
Harbor Point, both individually and on a consolidated basis, that
constitute forward-looking statements for purposes of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
those expressed in or suggested by such statements. For further
information regarding cautionary statements and factors affecting future
results of Max, please refer to the most recent Annual Report on Form
10-K, Quarterly Reports on Form 10-Q filed subsequent to the Annual
Report and other documents filed by Max with the Securities Exchange
Commission ("SEC") and, in the case of Harbor Point, please refer
to its Annual Report for the year ended December 31, 2009 posted on its
website at www.harborpoint.com.
These documents are also available free of charge, in the case of Max,
by directing a request to Max through Joe Roberts, Chief Financial
Officer, or Susan Spivak Bernstein, Senior Vice President, Investor
Relations, at 441-295-8800 and, in the case of Harbor Point, by
directing a request to Gayle Gorman, Senior Vice President, at
441-294-6743. Neither Max nor Harbor Point undertakes any obligation to
update or revise publicly any forward-looking statement whether as a
result of new information, future developments or otherwise.
This press release contains certain forward-looking statements within
the meaning of the U.S. federal securities laws. Statements that are not
historical facts, including statements about our beliefs, plans or
expectations, are forward-looking statements. These statements are based
on Max's or Harbor Point's current plans, estimates and expectations.
Some forward-looking statements may be identified by use of terms such
as "believe," "anticipate," "intend," "expect," "project," "plan,"
"may," "should," "could," "will," "estimate," "predict," "potential,"
"continue," and similar words, terms or statements of a future or
forward-looking nature. In light of the inherent risks and uncertainties
in all forward-looking statements, the inclusion of such statements in
this press release should not be considered as a representation by Max,
Harbor Point or any other person that Max's or Harbor Point's objectives
or plans, both individually and on a consolidated basis, will be
achieved. A non-exclusive list of important factors that could cause
actual results to differ materially from those in such forward-looking
statements includes the following: (a) the occurrence of natural or
man-made catastrophic events with a frequency or severity exceeding
expectations; (b) the adequacy of loss reserves and the need to adjust
such reserves as claims develop over time; (c) the failure of any of the
loss limitation methods the parties employ; (d) any lowering or loss of
financial ratings of any wholly owned operating subsidiary; (e) the
effect of competition on market trends and pricing; (f) cyclical trends,
including with respect to demand and pricing in the insurance and
reinsurance markets; (g) changes in general economic conditions,
including changes in interest rates and/or equity values in the United
States of America and elsewhere; and (h) other factors set forth, in the
case of Max, in its recent reports on Form 10-K, Form 10-Q and other
documents of Max on file with the SEC and, in the case of Harbor Point,
in its Annual Report for the year ended December 31, 2009 posted on its
website at www.harborpoint.com.
Risks and uncertainties relating to the proposed amalgamation include
the risks that: (1) the parties will not obtain the requisite
shareholder or regulatory approvals for the transaction; (2) the
anticipated benefits of the transaction will not be realized; (3) the
parties may not be able to retain key personnel; (4) the conditions to
the closing of the proposed amalgamation may not be satisfied or waived;
and (5) the outcome of any legal proceedings to the extent initiated
against Max or Harbor Point or its respective directors and officers
following the announcement of the proposed amalgamation is uncertain.
These risks, as well as other risks of the combined company and its
subsidiaries may be different from what the companies expect and each
party's management may respond differently to any of the aforementioned
factors. These risks, as well as other risks associated with the
amalgamation, will be more fully discussed in the joint proxy
statement/prospectus that will be included in the Registration Statement
on Form S-4 to be filed by Max with the SEC. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak
only as of the date on which they are made.
Additional Information about the Proposed Amalgamation and Where to
Find It:
This press release relates to a proposed amalgamation between Max and
Harbor Point that will become the subject of a registration statement,
which will include a joint proxy statement/prospectus, to be filed by
Max with the SEC. This press release is not a substitute for the joint
proxy statement/prospectus that Max will file with the SEC or any other
document that Max may file with the SEC or Max or Harbor Point may send
to its shareholders in connection with the proposed amalgamation. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT MAY BE FILED
WITH THE SEC OR SENT TO SHAREHOLDERS, INCLUDING THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION
STATEMENT ON FORM S-4, AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED AMALGAMATION. All
documents, when filed, will be available in the case of Max, free of
charge at the SEC's website (www.sec.gov)
or by directing a request to Max through Joe Roberts, Chief Financial
Officer, or Susan Spivak Bernstein, Senior Vice President, Investor
Relations, at 441-295-8800 and, in the case of Harbor Point, by
directing a request to Gayle Gorman, Senior Vice President, at
441-294-6743.
Participants in the Solicitation:
Max and its directors and executive officers may be deemed to be
participants in any solicitation of Max's shareholders in connection
with the proposed amalgamation. Information about Max's directors and
executive officers is available in the proxy statement dated September
9, 2009 for Max's 2009 annual meeting of shareholders.
John Berger, Chief Executive Officer and President, and Andrew Cook,
Chief Financial Officer, of Harbor Point, may also be deemed to be
participants in any solicitation of Max's shareholders in connection
with the proposed amalgamation. Information about Mr. Berger and Mr.
Cook will be available in a Form 8-K to be filed by Max on March 4, 2010
with the SEC.

SOURCE: Max Capital Group Ltd. and Harbor Point Limited
Max Capital Group Ltd.
Susan Spivak Bernstein, 1-212-898-6640
Senior Vice President
susan.spivak@maxcapservices.com
or
Kekst and Company
Roanne Kulakoff or Peter Hill, 1-212-521-4800
roanne-kulakoff@kekst.com / peter-hill@kekst.com
or
Harbor Point Limited
Gayle Gorman, 1-441-294-6743
Senior Vice President
gayle.gorman@harborpoint.bm
or
Kekst and Company
Sofia Mata-Leclerc, 1-212-521-4800
sofia-mata@kekst.com