Item 1.01. Entry into a Material Definitive Agreement
Merger Agreement
On
At the effective time of the Merger, each issued and outstanding common share,
par value
At the effective time of the Merger, (i) each outstanding option to purchase a Common Share, regardless of whether vested or unvested, will be cancelled and converted into the right to receive the Merger Consideration, plus the amount of the special pre-closing dividend, minus the exercise price per Common Share underlying such option and (ii) each outstanding restricted stock unit ("Company RSU") outstanding as of the date the Merger Agreement, regardless of whether vested or unvested, will be cancelled and converted into the right to receive the Merger Consideration, plus the amount of the special pre-closing dividend. Each Company RSU that may be granted following the date the Merger Agreement will be assumed by the Registrant and converted automatically into a restricted stock unit award with respect to a number of shares of the common stock of the Registrant as set forth in the Merger Agreement.
The Transaction is expected to close in early 2021, subject to the satisfaction
or waiver of customary closing conditions, including, among other things, (i)
adoption of the Merger Agreement by the affirmative vote of the holders of at
least a majority of all outstanding Common Shares (the "Stockholder Approval"),
(ii) the receipt of certain governmental authorities approvals, including
insurance regulatory approvals, without imposing a Burdensome Condition (as
defined below), (iii) the expiration or termination of the applicable waiting
period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and (iv) the absence of any law, injunction or order
restraining the Merger. Each party's obligation to consummate the Merger is
further subject to certain additional customary conditions, including the
accuracy of the other party's representations and warranties contained in the
Merger Agreement (subject to certain materiality qualifiers) and the other
party's compliance with its covenants and agreements contained in the Merger
Agreement in all material respects. The Merger Agreement does not contain a
financing condition. The Registrant intends to fund the Merger Consideration by
deploying
The Merger Agreement contains representations and warranties customary for transactions of this type. National General has agreed to various customary covenants and agreements, including, among others, (i) a covenant providing for National General to use reasonable best efforts to call and hold a special meeting of stockholders and recommend the adoption of the Merger Agreement, to the extent required under the terms of the Merger Agreement, (ii) agreement to use reasonable best efforts to conduct its business in the ordinary course in substantially the same manner as previously conducted during the period between the execution of the Merger Agreement and the closing of the Merger and (iii) not to take certain actions prior to the closing of the Merger without the prior written consent of the Registrant. Subject to the limited exceptions described below, the National General Board is required to recommend that National General stockholders vote in favor of the adoption of the Merger Agreement at such meeting.
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Parties are required to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the Transactions, including, among other things, obtaining all necessary actions or non-actions, waivers, consents, qualifications and approvals from the applicable governmental authorities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any governmental authority, provided that the Registrant will not be obligated to, and National General will not, without the consent of the Registrant, take any action that involves (i) making any divestiture or disposition of, or licensing, any portion of their respective business or assets, (ii) accepting or entering any consent decree or hold separate order or placing any assets in trust, or (iii) accepting or entering into any operational restriction or restriction on the payment or declaration of dividends, making any capital commitment or capital guarantee or entering into any capital support or similar agreement, or taking any other action that, in each case, would, or would reasonably be expect to, have a material adverse effect on the business, results of operation or financial condition of (x) National General and its subsidiaries, taken as whole, when considered together with the business lines of the Registrant and its subsidiaries that, as of the date of the Merger Agreement, the Registrant intends to integrate with National General and its subsidiaries following the closing, or (y) the Registrant and its subsidiaries, taken as a whole, deemed for this purpose as if they were of the same scale as the entities set forth in the foregoing clause (x) (each such condition, a "Burdensome Condition").
National General has also agreed not to, among other things, directly or
indirectly solicit, initiate or knowingly encourage, induce or facilitate
alternative acquisition proposals from third parties (and immediately cease any
discussion with respect to any such alternative acquisition proposals with any
such third parties) or amend or waive any confidentiality or standstill
obligations of third parties, in each case, subject to limited exceptions that
allow National General under certain circumstances to provide information to,
and/or participate in discussions with, third parties with respect to
unsolicited alternative acquisition proposals. Prior to the meeting of the
stockholders of National General, the National General Board has the ability to
change its recommendation of the Merger and National General may terminate the
Merger Agreement in order to simultaneously accept an alternative acquisition
proposal, subject to paying the Registrant a termination fee of
The National General Board may also change its recommendation of the Merger upon . . .
Item 7.01 - Regulation FD
On
The abovementioned exhibit is furnished and not filed, pursuant to Instruction B.2 of Form 8-K.
The Registrant will conduct a teleconference and webcast at
No Solicitation
This Current Report on Form 8-K is not intended to and shall not constitute a solicitation of any vote of approval.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJuly 7, 2020 , by and amongThe Allstate Corporation ,Bluebird Acquisition Corp. and National General Holdings Corp. (certain schedules and exhibits to the Agreement and Plan of Merger are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish to theSecurities and Exchange Commission , upon request, a copy of any omitted schedule or exhibit). 99.1 Voting Agreement, dated as ofJuly 7, 2020 , amongThe Allstate Corporation and the persons set forth on Schedule A thereto. 99.2 Joint press release issued by Registrant and National General, datedJuly 7, 2020 . 104 Cover Page Interactive Data File (formatted as inline XBRL). - 5 -
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