Hamilton, Bermuda – April 19, 2023 – Argo Group International Holdings, Ltd. (“Argo”) (NYSE: ARGO) today announced that Argo shareholders voted to approve an agreement for Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”) to acquire Argo in an all-cash transaction valued at approximately $1.1 billion (the “Merger”).
The Merger remains subject to other customary closing conditions, including receipt of required regulatory approvals. Argo and Brookfield Reinsurance expect to complete the Merger in the second half of 2023.
Argo will file the final vote results, as certified by the independent Inspector of Election, on a Form 8-K with the U.S. Securities and Exchange Commission.
Argo Group International Holdings, Ltd. (NYSE: ARGO) is a U.S. focused underwriter of specialty insurance products in the property and casualty market. Argo offers a full line of products and services designed to meet the unique coverage and claims-handling needs of businesses. Argo and its insurance subsidiaries are rated ‘A-’ by Standard and Poor’s. Argo’s insurance subsidiaries are rated ‘A-’ by A.M. Best. More information on Argo and its subsidiaries is available at www.argogroup.com.
Head of Investor Relations
Tel: (860) 970-5845
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AVP, Investor Relations and Corporate Finance
Tel: (978) 387-4150
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Senior Vice President, Communications
Tel: (210) 321-2104
Email: [email protected]
Cautionary Note Regarding Forward-Looking Statements
This press release may include, and Argo may make related oral, forward-looking statements that reflect Argo’s current views with respect to future events and financial performance. Such statements include forward-looking statements both with respect to us in general, and to the insurance and reinsurance sectors in particular (both as to underwriting and investment matters). Statements that include the words “expect,” “estimate,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “aim,” “likely,” “will,” “may,” “could,” “should” or “would” and similar statements of a future or forward-looking nature identify forward-looking statements in this press release for purposes of the U.S. federal securities laws or otherwise. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the Private Securities Litigation Reform Act of 1995.
The proposed transaction is subject to risks and uncertainties and factors that could cause Argo’s actual results to differ, possibly materially, from those in the specific projections, goals, assumptions and statements herein including, but not limited to: (i) that Argo may be unable to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived, including that a governmental authority may prohibit, delay or refuse to grant approval for the consummation of the transaction; (ii) uncertainty as to the timing of completion of the proposed transaction; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between Argo, Brookfield Reinsurance and BNRE Bermuda Merger Sub Ltd.; (iv) risks related to disruption of management’s attention from Argo’s ongoing business operations due to the proposed transaction; (v) the effect of the announcement of the proposed transaction on Argo’s relationships with its clients, employees, operating results and business generally; and (vi) the outcome of any legal proceedings to the extent initiated against Argo or others following the announcement of the proposed transaction, as well as Argo management’s response to any of the aforementioned factors.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein or elsewhere, including the risk factors included in Argo’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents of Argo on file with, or furnished to, the Securities and Exchange Commission. Any forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Argo will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Argo or its business or operations. Argo undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by the federal securities laws. References to additional information about Argo and Brookfield Reinsurance have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.