National Western And Prosperity Life Group Announce $1.9B Cash Merger; Each Issued And Outstanding Share Of National Western Will Be Converted Into The Right To Receive $500/Share In Cash At Closing Of Merger

Author: Benzinga Newsdesk | October 09, 2023 08:19am

As part of the agreement, each issued and outstanding share of National Western common stock will be converted into the right to receive $500 in cash at closing of the merger. The merger consideration of $500 per share of National Western's Class A Common Stock and Class B Common Stock (the "Merger Consideration") represents an 87.1% premium to the unaffected Class A Common Stock share price of $267.29 on May 16, 2023, as well as an 11.8% premium over National Western's 30-day volume-weighted average price as of October 6, 2023. The merger has received the unanimous approval of National Western's Board of Directors.

Nicholas von Moltke, President and Chief Executive Officer of Prosperity Life Group, said, "The acquisition of National Western represents a significant milestone in the continued expansion of our insurance business. We look forward to welcoming National Western to Prosperity Life Group. National Western's capabilities will further complement our ambition to deliver a compelling value proposition to our policyholders and the company."

Ross R. Moody, Chairman of the Board and Chief Executive Officer of National Western, said, "This is an exciting moment in National Western's history. I would like to thank our board of directors, particularly our strategic opportunities committee of independent directors, which conducted a thorough review of a range of strategic alternatives and possible business opportunities to maximize value for our stockholders. The transaction provides clear and immediate value for our stockholders at an attractive premium."

The merger is expected to close in the first half of 2024. It is subject to certain customary closing conditions for a transaction of this type, including approval by National Western's stockholders, antitrust clearance and receipt of insurance regulatory approvals. National Western stockholders that collectively own common shares representing approximately 29.7% of the total voting power of the Company's common shares (including 99% of the Company's Class B Common Stock) have executed voting and support agreements with SUSA. Under these voting and support agreements, each of these stockholders has agreed to vote all common shares owned by that stockholder in favor of the Merger Agreement and against any alternative transactions.

National Western will file a current report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC") containing a summary of the terms and conditions of the proposed acquisition, as well as a copy of the Merger Agreement and the form of voting and support agreement.

Posted In: NWLI