UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) June 21, 2009
SPECIALTY UNDERWRITERS ALLIANCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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000-50891
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20-0432760
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer ID
Number)
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222 South Riverside Plaza,
Chicago, Illinois
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60606
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(Address of principal executive offices)
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(Zip Code)
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Registrants Telephone Number, including area code: (888) 782-4672
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On June 21, 2009, Specialty Underwriters Alliance, Inc. (the Company), Tower Group, Inc.
(Tower) and Tower S.F. Merger Corporation, a wholly-owned subsidiary of Tower (Merger Sub),
entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which, subject to
the terms and conditions set forth therein, Merger Sub will merge into the Company, with the
Company continuing as the surviving corporation and a wholly-owned subsidiary of Tower. Upon the
consummation of the acquisition, the Companys common stock will be delisted.
At the Effective Time (as defined in the Merger Agreement), holders of the Companys common stock
and holders of the Companys Class B common stock will receive shares of Tower common stock. The
exchange ratio will depend upon Towers volume weighted average price per share on the Nasdaq Stock
Market during a 15-day trading window prior to closing, and will be fixed at 0.28 Tower share for
each Company share if the average price of Tower common stock during such period is greater than or
equal to $23.25 and less than or equal to $27.75. If Towers average stock price during such
period is greater than $27.75, the exchange ratio will be adjusted downward to provide the
Companys stockholders with a fixed value per share of $7.77. If Towers average stock price
during such period is less than $23.25 but greater than or equal to $20.00, the exchange ratio will
be adjusted upward to provide the Companys stockholders with a fixed value per share of $6.51.
However, if Towers average stock price during such period falls below $20.00, the exchange ratio
will be fixed at 0.3255, and the Company will have the right, for a limited period, to terminate
the Merger Agreement, unless Tower elects to add Tower shares to provide the Companys stockholders
with a value per share of $6.51.
The boards of directors of the Company and Tower have approved the Merger Agreement and the
transactions contemplated thereby and the board of directors of the Company has recommended that
the Merger Agreement and such transactions be approved by the Companys stockholders at a special
meeting to be called for that purpose.
Under the Merger Agreement, the Company is required to pay Tower a termination fee of $3 million
plus Towers expenses up to a cap of $1 million in certain customary circumstances, including if
the Company terminates the Merger Agreement to accept a superior proposal. Similarly, under the
Merger Agreement, Tower is required to reimburse the Companys expenses up to a cap of $1 million
in the event that the Company terminates the Merger Agreement for Towers breach, subject to
certain exceptions.
The transaction is expected to close in late 2009, subject to customary closing conditions,
including the approval by the Companys stockholders and receipt of certain regulatory approvals
and delivery of legal opinions as to the federal income tax treatment of the merger.
The Merger Agreement, which has been included to provide investors with information regarding its
terms, contains representations and warranties of each of the Company and Tower. The assertions
embodied in those representations and warranties were made for purposes of the Merger Agreement and
are subject to qualifications and limitations agreed by the respective parties in connection with
negotiating the terms of the Merger Agreement. In addition, certain
representations and warranties were made as of a specific date, may be subject to a contractual
standard of materiality different from what a stockholder might view as material, or may have been
used for purposes of allocating risk between the respective parties rather than establishing
matters as facts. Investors should read the Merger Agreement together with the other information
concerning the Company and Tower that each company publicly files in reports and statements with
the Securities and Exchange Commission.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit
2.1 hereto and is incorporated herein by reference.
Item 8.01 Other Events
On June 22, 2009, the Company and Tower issued a joint press release announcing entry into the
Merger Agreement. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
(d) Exhibits:
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Exhibit No.
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Description
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Exhibit 2.1
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Agreement and Plan of Merger, dated as of June 21, 2009, among Specialty Underwriters
Alliance, Inc., Tower Group, Inc. and Tower S.F. Merger Corporation
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Exhibit 99.1
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Press Release Announcing Entry into Merger Agreement
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with this proposed transaction, the Company and Tower will file a joint proxy
statement/prospectus with the Securities and Exchange Commission (SEC). Investors are urged to
carefully read the proxy statement/prospectus and any other relevant documents filed
with the SEC when they become available because they will contain important information. Investors
will be able to obtain the proxy statement/prospectus and all relevant documents filed by the
Company with the SEC free of charge at the SECs website www.sec.gov or, with respect to documents
filed by the Company, from the Company directly at 222 South Riverside Plaza Suite 1600, Chicago,
IL 60606, (888) 782-4672; email: InvestorRelations@suainsurance.com
This communication shall not constitute an offer to sell or the solicitation of an offer to buy the
securities, nor shall there be any offer, solicitation or 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 prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
PARTICIPANTS IN THE SOLICITATION
The directors, executive officers and other members of management and employees of the Company may
be deemed participants in the solicitation of proxies from its stockholders in favor of the
transactions. Information concerning persons who may be considered participants in the
solicitation of the Companys stockholders under the rules of the SEC is set forth in public
filings filed by the Company with the SEC and will be set forth in the proxy statement/prospectus
when it is filed with the SEC. In addition, certain information concerning the Companys
participants in the solicitation is contained in the Companys Proxy Statement on Schedule 14A,
filed with the SEC on April 1, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 22, 2009
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SPECIALTY UNDERWRITERS ALLIANCE, INC.
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By:
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/s/ Scott Goodreau
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Name:
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Scott Goodreau
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Title:
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Senior Vice President, General Counsel,
Administration & Corporate Relations
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EXHIBITS INDEX
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2.1
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Agreement and Plan of Merger, dated as of June 21, 2009, among Specialty Underwriters
Alliance, Inc., Tower Group, Inc. and Tower S.F. Merger Corporation
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99.1
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Press Release Announcing Entry into Merger Agreement
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