Castlepoint Holdings Ltd (MM) (NASDAQ:CPHL)
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Tower Group, Inc. (“Tower”; NASDAQ: TWGP) announced today that it has
fixed a record date and special meeting date for its stockholders to
consider and vote on the authorization and issuance of shares of Tower
common stock in connection with the merger of CastlePoint with and into
a wholly-owned subsidiary of Tower, as previously announced on August 4,
2008. In addition, CastlePoint Holdings, Ltd. (“CastlePoint”; NASDAQ:
CPHL) announced today that it has fixed a record date and special
general meeting date for its shareholders to consider and vote on the
merger.
Tower’s special meeting of stockholders will be held on January 28, 2008
at 10:00 A.M., Eastern time, at the Millenium Hilton, 55 Church Street,
New York, New York 10007. Tower’s stockholders of record at the close of
business on December 4, 2008, will be entitled to notice of, and to vote
at, the Tower special meeting. A definitive joint proxy
statement/prospectus for the Tower special meeting will be mailed to
stockholders of record on or about December 19, 2008.
CastlePoint’s special general meeting of members (shareholders) will be
held on January 27, 2008 at 10:00 A.M., Atlantic time, at the Fairmont
Hamilton Princess Hotel, 76 Pitts Bay Road, Hamilton, Bermuda.
CastlePoint shareholders of record at the close of business on December
4, 2008, will be entitled to notice of, and to vote at, the CastlePoint
special general meeting. A definitive joint proxy statement/prospectus
for the CastlePoint special general meeting will be mailed to
shareholders of record on or about December 19, 2008.
All required regulatory approvals have been addressed. On December 19,
the Securities and Exchange Commission (the “Commission”) declared
effective the registration statement on Form S-4 for the registration of
shares of Tower common stock to be issued in connection with the merger.
Tower and CastlePoint have received early termination of the waiting
period under the Hart Scott Rodino Antitrust Improvements Act of 1976,
as amended. In addition, the New York State Insurance Department has
advised that Tower is not required to obtain approval from it to close
the merger. The closing of the merger will not require approval
from any other insurance department or regulatory authority, including
the Florida Office of Insurance Regulation.
About Tower
Tower offers property and casualty insurance products and services
through its operating subsidiaries. Its insurance company subsidiaries
offer insurance products to individuals and small to medium-sized
businesses. Tower’s insurance services subsidiaries provide
underwriting, claims and reinsurance brokerage services to other
insurance companies.
About CastlePoint
CastlePoint, a Bermuda-based holding company, through its subsidiaries,
CastlePoint Reinsurance Company, CastlePoint Management Corp., and
CastlePoint Insurance Company, provides property and casualty insurance
and reinsurance business solutions, products and services to small
insurance companies and program underwriting agents in the United States.
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe
harbor” for forward-looking statements. This press release or any other
written or oral statements made by or on behalf of Tower and CastlePoint
may include forward-looking statements that reflect Tower’s and
CastlePoint’s current views with respect to future events and financial
performance. All statements other than statements of historical fact
included in this press release are forward-looking statements.
Forward-looking statements can generally be identified by the use of
forward-looking terminology such as “may,” “will,” “plan,” “expect,”
“project,” “intend,” “estimate,” “anticipate,” “believe” or “continue”
or their negative or variations or similar terminology. All
forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that
could cause the actual results of CastlePoint, Tower, HIG, Inc.
(“Hermitage”), which CastlePoint has agreed to acquire pursuant to a
Stock Purchase Agreement dated as of August 27, 2008 and with respect to
which Tower and CastlePoint have entered into a separate asset purchase
agreement dated as of August 26, 2008 pursuant to which Tower has agreed
to acquire certain operating assets of Hermitage from CastlePoint, and
the combined companies to differ materially from those indicated in
these statements. The following factors, among others, could cause or
contribute to such material differences: the ability to obtain
governmental approvals or rulings on or regarding the Hermitage
transactions or the merger on the proposed terms and schedule; the
failure of the shareholders of CastlePoint to approve the merger; the
failure of the stockholders of Tower to approve the increase of
authorized shares of Tower common stock or the issuance of such shares;
the failure to satisfy the closing conditions to the Hermitage
acquisition or the merger; the risk that the businesses will not be
integrated successfully or that such integration may be more difficult,
time-consuming or costly than expected; the risk that the revenue
opportunities, cost savings and other anticipated synergies from the
Hermitage acquisition or the merger may not be fully realized or may
take longer to realize than expected; disruption from the Hermitage
acquisition or the merger making it difficult to maintain relationships
with customers, employees, brokers and managing general agents; the risk
that the U.S. or Bermuda tax authorities may view the tax treatment of
the Hermitage acquisition or merger and/or the other transactions
contemplated by the Hermitage stock purchase agreement or the merger
agreement differently from CastlePoint and Tower’s tax advisors; costs
relating to the transactions; ineffectiveness or obsolescence of the
business strategy due to changes in current or future market conditions;
increased competition on the basis of pricing, capacity, coverage terms
or other factors; greater frequency or severity of claims and loss
activity, including as a result of natural or man-made catastrophic
events, than the underwriting, reserving or investment practices of
Hermitage, CastlePoint or Tower anticipate based on historical
experience or industry data; the ability to obtain necessary
governmental licenses; the ability to hire and retain executive officers
and other key personnel; the effects of acts of terrorism or war;
developments in the world’s financial and capital markets that adversely
affect the performance of Hermitage’s, CastlePoint’s and Tower’s
investments; changes in regulations or laws applicable to Hermitage,
CastlePoint, Tower and their respective subsidiaries, brokers or
customers, including tax laws in Bermuda and the United States;
acceptance of products and services, including new products and
services; changes in the availability, cost or quality of reinsurance
and failure of Hermitage’s, CastlePoint’s or Tower’s reinsurers to pay
claims timely or at all; decreased demand for Hermitage’s, CastlePoint’s
or Tower’s insurance or reinsurance products; the effects of mergers,
acquisitions and divestitures in the insurance and reinsurance sectors;
changes in rating agency policies or practices; changes in legal
theories of liability under Hermitage’s, CastlePoint’s and Tower’s
insurance policies or the policies that it reinsures; changes in
accounting policies or practices; and changes in general economic
conditions, including inflation and other factors. Forward-looking
statements speak only as of the date on which they are made, and the
assumptions underlying our pro forma projections and/or earnings
guidance could prove incorrect due to, among other things, the foregoing
factors, and neither CastlePoint nor Tower undertake any obligation to
update publicly or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise.
Additional Information
Although the acquisition of Hermitage by CastlePoint and sale of
Hermitage operating assets by CastlePoint to Tower is not subject to
approval by either Tower stockholders or CastlePoint shareholders,
information regarding the transaction will be included in the joint
proxy statement/prospectus related to the merger.
Stockholders of Tower and shareholders of CastlePoint are urged to read
the joint proxy statement/prospectus regarding the proposed merger
because it will contain important information. Tower and CastlePoint
filed a preliminary joint proxy statement/prospectus on Form S-4 with
the Commission on September 30, 2008, Amendment No. 1 on November 10,
2008, Amendment No. 2 on December 3, 2008 and Amendment No. 3 on
December 15, 2008. The definitive joint proxy statement/prospectus is
expected to be available on or about December 19, 2008. Stockholders of
Tower and shareholders of CastlePoint will be able to obtain a free copy
of the joint proxy statement/prospectus, as well as other filings
containing information about Tower and CastlePoint, without charge, at
the Commission’s Internet site (www.sec.gov).
Copies of the joint proxy statement/prospectus and the filings with the
Commission that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by accessing
the each company’s website:
http://www.twrgrp.com/
or http://www.castlepoint.bm/
Tower and CastlePoint, their respective directors and executive officers
and other persons may be deemed to be participants in the solicitations
of proxies from the stockholders of Tower and/or shareholders of
CastlePoint in respect of the proposed merger. Information regarding
each of Tower’s and CastlePoint’s directors and executive officers is
available in the joint proxy statement/prospectus filed with the
Commission. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the
preliminary joint proxy statement/prospectus and will be contained in
the definitive joint proxy statement/prospectus when it becomes
available.
This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction. No offering of securities shall be made except by means of
a joint proxy statement/prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
For more information visit Tower’s website at:
http://www.twrgrp.com/.
or CastlePoint’s website at:
http://www.castlepoint.bm/