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Posted on 30 Jan 07
USI Holdings Corporation (NASDAQ: USIH) announced that it has entered into a definitive merger agreement to be acquired by GS Capital Partners, a private equity affiliate of Goldman, Sachs & Co., in a transaction valued at approximately $1.4 billion, including repayment of USIs existing debt obligations. USIs Board of Directors, on the unanimous recommendation of a special committee, has approved the transaction and will recommend that USIs stockholders approve the proposed merger.
Under the terms of the merger agreement, USI stockholders will receive $17.00 in cash for each share of USI common stock they hold, representing a premium of 20.5% to the average closing share price for the 30 calendar days prior to October 24, 2006, the day USI announced that it had formed a special committee in response to an indication of interest received from a private equity firm in acquiring all of USIs outstanding common stock. The special committee engaged in a process which included receipt of indications of interest from several potential acquirors, including GS Capital Partners. The transaction is expected to close in the second quarter of 2007, subject to the receipt of stockholder and regulatory approvals and satisfaction of other conditions.
David Eslick, USIs Chairman and Chief Executive Officer, said, “After careful analysis, the special committee and board have endorsed this transaction as being in the best interest of our stockholders. Our new partner is a world-leading private equity firm that believes in our commitment to investing in our people and is committed to working with us to deliver the most value for our clients and customers. USIs success is driven by the ongoing efforts of our sales professionals and employees. I want to thank them for their efforts and assure them we will remain focused on sustaining profitable growth by delivering outstanding products and services to our clients.”
Henry Cornell, a Managing Director at GS Capital Partners, said, “Goldman Sachs has a long and successful record of investing in the financial services industry. We know that the success of our investment will be dependent on the talents and commitments of USIs employees. We look forward to investing in the continued growth of USI, in this next chapter.”
Founded in 1994, USI is a leading distributor of insurance and financial products and services to businesses throughout the United States.
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