Business Services Industry
FMG Acquisition Corp. Commences Tender Offer; Announces Record Date and Date for Special Meeting of Shareholders to Complete Transaction with United Insurance Holdings, LC
Business Wire, Sept 2, 2008
FARMINGTON, Conn. & ST. PETERSBURG, Fla. -- FMG Acquisition Corp. (OTCBB: FMGQ; FMGQW; FMGQU) ("FMG" or the "Company") announced today that it has commenced its previously announced conditional tender offer to purchase up to 3,320,762 shares of its common stock at a purchase price of $8.05 per share. The tender offer commenced Friday, August 29, 2008 and will expire, unless extended, at 5:00 p.m. Eastern time, on September 29, 2008 and will be available to all holders of outstanding shares of FMG's common stock excluding shares held by FMG's sponsor, officers, directors and special advisor. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer. FMG intends to finance the tender offer from the cash proceeds it receives from the previously announced issuance of its 11% Notes and other available cash resources.
Date for Special Meeting of Shareholders Set for September 29, 2008
The Company also announced that stockholders of record as of September 5, 2008 (the "Record Date") will be invited to attend FMG's special meeting of stockholders to vote on, or submit a proxy to vote on, among other matters, a proposal to approve the Agreement and Plan of Merger, dated as of April 2, 2008, and amended and restated on August 15, 2008, among FMG and United Insurance Holdings, LC ("United").
The special meeting is scheduled to be held on September 29, 2008, but may be changed to another date upon the registration statement with the Securities and Exchange Commission being declared effective. The full meeting agenda will be detailed in the proxy statement, which is expected to be mailed to all stockholders of record on or about September 8, 2008.
Additional Information Concerning the Tender Offer
FMG will purchase all shares properly tendered and not properly withdrawn in the tender offer. However, if more than the number of shares the Company seeks to purchase are properly tendered, FMG may purchase such shares on a pro rata basis, as specified in the Offer to Purchase relating to the tender offer that has been filed with the Securities and Exchange Commission and distributed to stockholders. The tender offer is not subject to a minimum number of shares being tendered. However, FMG's obligation to complete the tender offer is subject to certain conditions, including the consummation of its merger with United, as described in the Offer to Purchase.
The information agent for the tender offer is MacKenzie Partners, Inc. The Depositary for the tender offer is Continental Stock Transfer & Trust Company. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to stockholders of record and will be made available for distribution to beneficial owners of FMG's common stock.
Ensuring Your Vote is Counted at the Shareholder Meeting
In advance of the Record Date, FMG advises holders of its common stock to move these securities into accounts which do not permit the lending of securities, so called cash accounts or segregated accounts, and out of accounts that permit the lending of securities, such as margin accounts. These steps are designed to ensure that votes related to common and common shares beneficially owned by stockholders are properly counted. Beneficial owners of common shares that have been lent out (either with or without the beneficial owners' knowledge) are not permitted to vote those shares.
The closing of the merger is subject to customary closing conditions, including the approval of the holders of a majority of outstanding shares of common stock of FMG issued in its initial public offering in October 2007 (the "IPO") that vote on the merger at the stockholders' meeting. The closing is also subject to holders of less than 30% of FMG's shares of common stock issued in the IPO voting against the merger and electing to exercise their conversion rights.
For additional information concerning the acquisition see the Form 8-K, that will be filed by FMG within four business days, and can be obtained without charge, at the Securities and Exchange Commission's internet site (http://www.sec.gov). United's website is www.upcic.com.
About FMG Acquisition Corp.
FMG Acquisition Corp. is a blank check company formed in Delaware on May 22, 2007 to acquire a business operating in or providing services to the insurance industry through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination. FMG's initial public offering was consummated on October 11, 2007, receiving net proceeds of $37.6 million through the sale of 4.7 million units at $8.00 per unit. Each unit is comprised of one share of FMG common stock and one warrant with an exercise price of $6.00. As of June 30, 2008, FMG held $37.5 million (or approximately $7.91 per share) in a trust account maintained by an independent trustee, which will be released upon the consummation of the business combination.
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