|By Marketwired .||
|August 12, 2014 07:30 AM EDT||
NEW YORK, NY and JACKSONVILLE, FL -- (Marketwired) -- 08/12/14 -- Tiptree Financial Inc. (NASDAQ: TIPT) ("Tiptree") and Fortegra Financial Corporation (NYSE: FRF) ("Fortegra") today jointly announce the signing of a merger agreement pursuant to which Tiptree will acquire Fortegra in an all cash transaction valued at approximately $218 million.
In the transaction, shareholders of Fortegra will receive $10.00 in cash for each share of Fortegra common stock they own. The price represents a premium of 42.5% to the closing price of Fortegra on August 11, 2014, the last trading day prior to this announcement.
Tiptree's President and CEO Geoffrey N. Kauffman said: "We are very pleased to announce the addition of Fortegra to the Tiptree family of companies. Rick and his team have built a deep and experienced organization with a very strong market position and we are looking forward to working closely with them to take advantage of future growth opportunities and drive value for all shareholders."
"This transaction allows Fortegra to continue to serve our customers as we have for the past thirty six years. We will continue to operate as we have in the past, as part of a public company, only now with a partner that views their investment as permanent capital. We were also able to allow our shareholders to realize significant, immediate value." said Richard S. Kahlbaugh, Chairman, President and CEO of Fortegra.
The Boards of Directors of both companies, including an independent special committee of the Fortegra Board, have unanimously approved the transaction. Following the execution of the merger agreement, stockholders representing approximately 62% of the outstanding shares of Fortegra common stock executed a written consent adopting and approving the merger agreement. No additional stockholder approvals are necessary to adopt the merger agreement or consummate the transaction. The merger agreement includes a 30-day "go-shop" period during which the special committee of the Fortegra Board of Directors, with the assistance of its independent financial and legal advisors, will actively solicit, receive, evaluate and potentially enter into negotiations with interested parties that offer alternative proposals. It is not anticipated that any developments will be disclosed with regard to this process unless Fortegra's special committee makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.
Tiptree and Fortegra expect to complete the transaction in late 2014 or early 2015 after satisfaction of customary closing conditions, including, among other things, insurance regulatory approvals and expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There is no financing contingency. Upon completion of the transaction, Fortegra common shares will no longer be registered with the SEC nor trade on the NYSE.
RBC Capital Markets, LLC acted as lead financial advisor and Wells Fargo Securities, LLC acted as financial advisor and lead financing arranger to Tiptree. Willis Capital Markets & Advisory acted as financial advisor to Fortegra and rendered a fairness opinion (subject to the assumptions, qualifications and limitations set forth therein) to its Board of Directors in conjunction with this transaction. Schulte Roth & Zabel LLP and Debevoise & Plimpton LLP served as legal counsel to Tiptree. Kilpatrick Townsend & Stockton LLP served as legal counsel to Fortegra.
Tiptree is a diversified holding company engaged through its consolidated subsidiaries in a number of businesses and is an active acquirer of new businesses. Tiptree, whose operations date back to 2007, currently has subsidiaries that operate in four industry segments: insurance and insurance services, specialty finance, asset management and real estate. Tiptree is publicly traded on the NASDAQ stock market (NASDAQ: TIPT). For additional information, please visit Tiptree's website at www.tiptreefinancial.com.
Fortegra, traded on the New York Stock Exchange under the symbol FRF, is an insurance services company headquartered in Jacksonville, Florida. Fortegra offers a wide array of revenue enhancing products, including payment protection products, motor club memberships, service contracts, device and warranty services, and administration services to our business partners, including insurance companies, retailers, dealers, insurance brokers and agents and financial services companies. Fortegra's brands include Fortegra, Life of the South®, 4Warranty, ProtectCELL, Continental Car Club, Auto Knight Motor Club, United Motor Club, Consecta, Pacific Benefits Group, and South Bay Acceptance Corporation.
This press release includes certain forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Tiptree or Fortegra to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the failure to satisfy conditions to completion of the merger, the timing and completion of the merger, the outcome of any legal proceedings relating to the merger, and the effect of the announcement on Fortegra's customer relationships, operating results and business generally. Such factors also include, but are not limited to, the risks and uncertainties described in Tiptree's reports filed with the SEC, which are available at www.sec.gov, and in Fortegra's reports, including its Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC, which are available at www.sec.gov. Tiptree and Fortegra disclaim any intention or obligation to update or revise any forward-looking statements, except as required by law.
In connection with the proposed transaction, Fortegra will file relevant materials with the Securities Exchange Commission ("SEC"), including Fortegra's information statement in preliminary and definitive form. FORTEGRA'S INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AS THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION.
Investors and shareholders may obtain free copies of the information statement and other documents filed by Fortegra (when available) at the SEC's website at www.sec.gov or at Fortegra's website at www.fortegrafinancial.com. The information statement and other documents may also be obtained, when available, at no charge from Fortegra by directing such request to Investor Relations, Fortegra Financial Corporation, 10151 Deerwood Park Boulevard, Building 100, Suite 330, Jacksonville, FL 32256, telephone: 904-352-2759.
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
Apr. 30, 2016 04:45 PM EDT Reads: 477
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
Apr. 30, 2016 04:45 PM EDT Reads: 1,028
SYS-CON Events announced today that Peak 10, Inc., a national IT infrastructure and cloud services provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Peak 10 provides reliable, tailored data center and network services, cloud and managed services. Its solutions are designed to scale and adapt to customers’ changing business needs, enabling them to lower costs, improve performance and focus inter...
Apr. 30, 2016 04:45 PM EDT Reads: 954
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, will discuss how research has demonstrated the value of Machine Learning in delivering next generation analytics to im...
Apr. 30, 2016 04:15 PM EDT Reads: 1,659
In the world of DevOps there are ‘known good practices’ – aka ‘patterns’ – and ‘known bad practices’ – aka ‘anti-patterns.' Many of these patterns and anti-patterns have been developed from real world experience, especially by the early adopters of DevOps theory; but many are more feasible in theory than in practice, especially for more recent entrants to the DevOps scene. In this power panel at @DevOpsSummit at 18th Cloud Expo, moderated by DevOps Conference Chair Andi Mann, panelists will dis...
Apr. 30, 2016 04:15 PM EDT Reads: 509
See storage differently! Storage performance problems have only gotten worse and harder to solve as applications have become largely virtualized and moved to a cloud-based infrastructure. Storage performance in a virtualized environment is not just about IOPS, it is about how well that potential performance is guaranteed to individual VMs for these apps as the number of VMs keep going up real time. In his session at 18th Cloud Expo, Dhiraj Sehgal, in product and marketing at Tintri, will discu...
Apr. 30, 2016 04:15 PM EDT Reads: 720
So, you bought into the current machine learning craze and went on to collect millions/billions of records from this promising new data source. Now, what do you do with them? Too often, the abundance of data quickly turns into an abundance of problems. How do you extract that "magic essence" from your data without falling into the common pitfalls? In her session at @ThingsExpo, Natalia Ponomareva, Software Engineer at Google, will provide tips on how to be successful in large scale machine lear...
Apr. 30, 2016 04:15 PM EDT Reads: 990
Unless you don’t use the internet, don’t live in California, or haven’t been paying attention to the recent news… you should be aware that self-driving cars are on their way to becoming a reality. I have seen them – they are real. If you believe in the future reality of self-driving cars, then continue reading on. If you don’t believe in the future possibilities, then I am not sure what to do to convince you other than discuss the very real changes that will roll out with the consumer producti...
Apr. 30, 2016 04:00 PM EDT Reads: 508
Up until last year, enterprises that were looking into cloud services usually undertook a long-term pilot with one of the large cloud providers, running test and dev workloads in the cloud. With cloud’s transition to mainstream adoption in 2015, and with enterprises migrating more and more workloads into the cloud and in between public and private environments, the single-provider approach must be revisited. In his session at 18th Cloud Expo, Yoav Mor, multi-cloud solution evangelist at Cloudy...
Apr. 30, 2016 03:30 PM EDT Reads: 1,427
There is an ever-growing explosion of new devices that are connected to the Internet using “cloud” solutions. This rapid growth is creating a massive new demand for efficient access to data. And it’s not just about connecting to that data anymore. This new demand is bringing new issues and challenges and it is important for companies to scale for the coming growth. And with that scaling comes the need for greater security, gathering and data analysis, storage, connectivity and, of course, the...
Apr. 30, 2016 03:15 PM EDT Reads: 695
This is not a small hotel event. It is also not a big vendor party where politicians and entertainers are more important than real content. This is Cloud Expo, the world's longest-running conference and exhibition focused on Cloud Computing and all that it entails. If you want serious presentations and valuable insight about Cloud Computing for three straight days, then register now for Cloud Expo.
Apr. 30, 2016 02:30 PM EDT Reads: 1,694
IoT device adoption is growing at staggering rates, and with it comes opportunity for developers to meet consumer demand for an ever more connected world. Wireless communication is the key part of the encompassing components of any IoT device. Wireless connectivity enhances the device utility at the expense of ease of use and deployment challenges. Since connectivity is fundamental for IoT device development, engineers must understand how to overcome the hurdles inherent in incorporating multipl...
Apr. 30, 2016 02:15 PM EDT Reads: 1,440
Redis is not only the fastest database, but it has become the most popular among the new wave of applications running in containers. Redis speeds up just about every data interaction between your users or operational systems. In his session at 18th Cloud Expo, Dave Nielsen, Developer Relations at Redis Labs, will shares the functions and data structures used to solve everyday use cases that are driving Redis' popularity.
Apr. 30, 2016 02:00 PM EDT Reads: 1,059
SYS-CON Events announced today that Stratoscale, the software company developing the next generation data center operating system, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Stratoscale is revolutionizing the data center with a zero-to-cloud-in-minutes solution. With Stratoscale’s hardware-agnostic, Software Defined Data Center (SDDC) solution to store everything, run anything and scale everywhere...
Apr. 30, 2016 01:15 PM EDT Reads: 1,518
The increasing popularity of the Internet of Things necessitates that our physical and cognitive relationship with wearable technology will change rapidly in the near future. This advent means logging has become a thing of the past. Before, it was on us to track our own data, but now that data is automatically available. What does this mean for mHealth and the "connected" body? In her session at @ThingsExpo, Lisa Calkins, CEO and co-founder of Amadeus Consulting, will discuss the impact of wea...
Apr. 30, 2016 01:15 PM EDT Reads: 651