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IAN Inter-Atlantic Financial

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Share Name Share Symbol Market Type
Inter-Atlantic Financial AMEX:IAN AMEX Ordinary Share
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Inter-Atlantic Financial, Inc. Announces Significant Improvement in Deal Terms for Public Shareholders; Proposed Changes Refl...

22/09/2009 1:38pm

Business Wire


Inter-Atlantic Financial (AMEX:IAN)
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Inter-Atlantic Financial, Inc. (NYSE Amex: IAN) today announced that, upon closing of the planned merger with Patriot Risk Management, Inc., 937,500 Class A shares will be transferred to public shareholders from its founders. These shares represent 50% of the total outstanding founders’ shares. In addition, 100% of Class A share dividend rights will be transferred to public shareholders from its founders. Assuming the expected annual dividend rate of $0.80 per annum for three years following closing, the annual dividends paid to public shareholders will increase by $1,500,000, or an aggregate of $4,500,000. As a result of these proposed changes, the effective price paid per Class A share will be reduced by 21% from $7.96 to $6.26 and the expected annual dividend rate will increase from 10.1% to 15.5%. These percentages are subject to change and assume the maximum 29.99% redemption amount plus an additional 30% of public shareholders enter into privately negotiated agreements to vote to approve the acquisition and sell their shares to Inter-Atlantic Financial conditioned on the closing of the transaction. Successful consummation of the transaction is subject to certain closing conditions including, in particular, Patriot’s consent if net proceeds from the transaction are less than $35,000,000.

As a reminder, Patriot Risk Management, Inc. and Inter-Atlantic Financial, Inc. have scheduled an investor conference call for Tuesday September 22, 2009 at 11:00 a.m. ET. The call will be open to all investors to discuss the planned merger with special purpose acquisition company Inter-Atlantic Financial, Inc. Steven Mariano, CEO of Patriot, will be conducting the call. Attendees for the conference call need to first register with Brett Baris of Inter-Atlantic Financial, Inc. at (212) 581-2188 or via email to brett@interatlanticfinancial.com prior to 10:30 a.m. ET on September 22, 2009.

About Patriot Risk Management, Inc.

Patriot Risk Management, Inc. (Patriot) produces, underwrites and administers alternative market and traditional workers’ compensation insurance plans and provides claims services for insurance companies, segregated cell captives and reinsurers. Through its subsidiaries, PRS Group, Inc. and Patriot Underwriters, Inc., Patriot provides workers’ compensation insurance services, including marketing, underwriting, policy and claims administration, captive management and nurse case management and cost containment services. Through its subsidiary, Guarantee Insurance Company, Patriot provides alternative market risk transfer solutions and traditional workers’ compensation insurance plans for employers. For further information, please visit www.prmigroup.com.

About Inter-Atlantic Financial, Inc.

Inter-Atlantic Financial, Inc. (NYSE Amex: IAN) is a special purpose acquisition company formed for the purpose of acquiring, through a merger, a capital stock exchange, asset acquisition, stock purchase or other similar business combination, an operating business in the financial services industry. The management of Inter-Atlantic has invested in 19 growth-oriented financial services companies since 2001. As a special purpose acquisition company, Inter-Atlantic is scheduled to dissolve and liquidate if it does not complete a business combination transaction by October 9, 2009. For further information on Inter-Atlantic Financial, please go to http://www.interatlanticfinancial.com/.

SEC Legends

Inter-Atlantic Financial, Inc. (IAN) is filing with the Securities and Exchange Commission (“SEC”) all applicable documents including a preliminary proxy statement, and will mail a definitive proxy statement and other relevant documents to IAN stockholders. A copy of these filings will be available when filed on the SEC website (http://www.sec.gov), and may also be found on the Inter-Atlantic Financial website at http://www.interatlanticfinancial.com/.

IAN and Patriot and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies for the special meeting of IAN’s stockholders to be held to approve the proposed business combination. IAN stockholders and other interested persons are urged to read IAN’s preliminary proxy statement and definitive proxy statement, when available, in connection with IAN’s solicitation of proxies for the special meeting because these proxy statements will contain important information. Such persons can also read IAN’s final prospectus, dated October 2, 2007, its annual report on Form 10-K for the fiscal year ended December 31, 2008 and other reports as filed with the SEC for a description of the security holdings of IAN’s officers and directors and their respective interests in the successful consummation of this business combination. The preliminary proxy statement and definitive proxy statement of IAN will contain information with respect to the officers and directors of Patriot. The definitive proxy statement of IAN will be mailed to stockholders as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge, by directing a request to IAN at: 400 Madison Avenue, New York, NY 10017. The preliminary proxy statement and definitive proxy statement, once available, and the final prospectus and other filings of IAN can also be obtained, without charge, at the SEC website (http://www.sec.gov).

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which the offer, solicitation or sale of securities would be unlawful and may not be offered or sold within the United States in the absence of registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. Any offers, solicitations of offers to buy, or any sales of securities will only be made in accordance with the registration requirements of the Securities Act or an exemption therefrom. This announcement is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined by the United States Private Securities Litigation Reform Act of 1995. This press release may contain certain forward-looking statements including statements with regard to the future performance of IAN and Patriot. Words such as “believes,” “expects,” “projects,” "will" and “future” or similar expressions are intended to identify forward-looking statements. Any such forward-looking statements contained herein are based on current expectations, but these forward-looking statements inherently involve certain risks and uncertainties that may cause actual results to differ materially from expectations such as material adverse events affecting IAN and Patriot, the ability of IAN to complete a business combination and those other risks and uncertainties that are detailed in the IAN’s Prospectus and other filings with the SEC. IAN undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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