Geneve Holdings, Inc. submitted a preliminary non-binding proposal to acquire to acquire 37.5% stake in Independence Holding Company (NYSE:IHC) for approximately $270 million on August 29, 2021. The proposed purchase price is $50 per share, payable in cash. Geneve Holdings, Inc. entered into a definitive agreement and plan of merger to acquire 37.7% stake in Independence Holding Company (NYSE:IHC) for approximately $320 million on November 9, 2021. Under the agreement, holders of IHC's outstanding shares of common stock, excluding shares held by Geneve and its affiliates, will receive $57 per share in cash, without interest and subject to any applicable withholding taxes. Independence Holding Company will remain a public company and the Common Stock will continue to be listed and traded on the NYSE. At closing, Geneve Holdings expects to have sufficient cash on hand and/or undrawn amounts immediately available under existing lines of credit or other sources of funds to enable it to consummate the transaction. The going private transaction will be financed in part through the proceeds from the sale of certain of IHC's subsidiaries, Independence American Holdings Corp. and Standard Security Life Insurance Company of New York, which are anticipated to close prior to year-end 2021. The merger agreement contains certain termination rights for both IHC and Geneve Holdings.

The consummation of the transaction is conditioned upon approval of the transaction by stockholders of IHC holding at least a majority of all the issued and outstanding common shares not held by Geneve and its affiliates and approval by the Special Committee of independent directors of IHC. The consummation of the proposed transaction will also be subject to, and contingent upon, the consummation of the pending sale of Independence American Insurance Company to Iguana Capital, Inc.; and the pending sale of Standard Security Life Insurance Company of New York to Reliance Standard Life Insurance Company. Each party's obligation to consummate the merger is also subject to certain other conditions, including the absence of any legal restraint prohibiting the consummation of the transactions contemplated by the agreement, the accuracy of the other party's representations and warranties contained in the agreement (subject to certain materiality qualifiers), and the other party's compliance in all material respects with its covenants and agreements contained in the agreement. The Board of Directors of IHC formed a Special Committee of independent directors to consider the proposal and to review, evaluate, negotiate and approve or disapprove the proposal and alternatives. As of November 9, 2021, the Board of Directors of IHC, acting upon the unanimous recommendation of the special committee, unanimously approved the merger agreement and resolved to recommend that IHC stockholders vote for the adoption of the merger agreement. The Board of Directors of Geneve Holdings has also approved the agreement.

Perella Weinberg Partners acted as financial advisor and provided fairness opinion to the special committee of IHC. Jeffrey D. Marell, Oliver Board, Jason Tyler and Andrew Gordon of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to the special committee of IHC and Ilan Katz, and Brian Lee of Dentons US LLP acted as legal advisors to IHC. Jeffrey Nadler and Nir Servatka of Davies Ward Phillips & Vineberg LLP acted as legal advisors to Geneve Holdings. Innisfree M&A Incorporated acted as information agent to IHC. IHC agreed to pay to Perella Weinberg, a fee equal to $2 million which was payable upon Perella Weinberg's delivery of its opinion, and a fee equal to $1.5 million, which is payable upon the closing of the Merger. IHC will pay Innisfree a fee of $30,000 and a success fee of $15,000, plus reimbursement of out-of-pocket expenses.

Geneve Holdings, Inc. completed the acquisition of 37.5% stake in Independence Holding Company (NYSE:IHC) on February 15, 2022. The transaction has been approved by the shareholders of Independence Holding Company. As a result of the completion of the merger, Independence Holding Company became a privately held company, indirectly wholly-owned by Geneve, and the shares of Common Stock will cease to be listed on the New York Stock Exchange. In connection with the consummation of the Merger, Steven B. Lapin, became the initial director of the surviving corporation. Accordingly, as of the effective time, each of Vincent Furfaro, Larry R. Graber, Teresa A. Herbert, Allan C. Kirkman, John L. Lahey, Steven B. Lapin, Ronald I. Simon, James G. Tatum and Roy T.K. Thung ceased to serve as a director of the Company.