Brookfield Reinsurance Ltd. (NYSE:BNRE) entered into a definitive agreement to acquire Argo Group International Holdings, Ltd. from Voce Capital Management, LLC, Pzena Investment Management LLC and other shareholders for $1.1 billion on February 8, 2023. The consideration will be paid in cash. As part of the agreement, each issued and outstanding Argo common share will be converted into the right to receive $30.00 in cash at closing of the merger, funded by existing cash on hand and liquidity available to Brookfield Reinsurance. Under the terms of the merger agreement, Argo has agreed to suspend the payment of dividends on its common shares through the closing of the transaction. J. Daniel Plants, a member of the Argo Board of Directors (the ?Board?) and Chairman of its Strategic Review Committee, has notified the company of his intention to step down from the Board, effective immediately. The transaction is subject to approval by Argo Group International Holdings, Ltd shareholders and other closing conditions customary for a transaction of this type, including receipt of insurance regulatory approvals in relevant jurisdictions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Brookfield Reinsurance Ltd and Argo Group International Holdings, Ltd boards of directors unanimously approved the merger agreement. Argo Group has agreed to pay Goldman Sachs a transaction fee of approximately $10.5 million. In connection with the merger, on March 8, 2023, Argo and Brookfield Reinsurance filed required notifications with the Department of Justice?s Antitrust Division and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?). The applicable waiting period under the HSR Act expired on April 7, 2023. As of April 19, 2023, shareholders of Argo approved the merger. The transaction is expected to close in the second half of 2023.

Andrew Jamieson, Drew Dutton, Dylan Sanders, Caroline Geiger, Josh Herzka, Michael Bolotin, Eric Juergens, Susan Reagan Gittes, Michael Snypes and Keith Slattery of Debevoise & Plimpton LLP acted as legal advisors to Brookfield Reinsurance Ltd. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to Argo Group International Holdings, Ltd. Freed, Todd E, Hough, Jessica A, and Lewis, Patrick J of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Argo Group International Holdings, Ltd. Eleazer Klein and Adriana Schwartz of Schulte Roth & Zabel LLP acted as legal advisors to Voce Capital Management, LLC.

Brookfield Reinsurance Ltd. (NYSE:BNRE) completed the acquisition of Argo Group International Holdings, Ltd. from Voce Capital Management, LLC, Pzena Investment Management LLC and other shareholders on November 16, 2023. In connection with closing, Jessica Snyder will assume the role of chief executive officer of Argo, succeeding Thomas Bradley who has announced his intention to retire upon closing. Argo's common shares have ceased trading on the New York Stock Exchange. Matthew Ebbs-Brewer of Appleby advised Brookfield with assistance of relationship Partner Clive Langle and Insurance regulatory components were handled by Gary Harris.