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AmWINS Group, Inc. Confirms Intent to Acquire THB Group plc

Posted on 14 Nov 2011

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Charlotte-based AmWINS Group, Inc. ("AmWINS") is pleased to confirm that it has formally declared its intent to acquire THB Group plc ("THB") of London.  The Independent Directors of THB have unanimously agreed to recommend that its shareholders approve AmWINS’ cash offer price of 80.55 pence per share. AmWINS’ proposal is subject to, among other things, regulatory and shareholder approvals and will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act in the United Kingdom.
THB, an independent insurance and reinsurance broker and risk management business, is based principally in the London insurance and reinsurance market, but serves clients and markets in the U.K. and internationally via its network of offices worldwide. The firm has been listed on the London Stock Exchange (AIM) since October 2002.
Upon completion, the acquisition would further position AmWINS as a leading international specialty insurance distributor placing over $6.7 billion in annual premiums. The company will have more than 2,400 employees in 20 countries worldwide.  AmWINS was ranked by Business Insurance magazine in October 2011 as the largest wholesale broker in the U.S. based on premiums placed.
“We have done business with THB for many years and believe that we share many of the same fundamental values and business philosophies.  We are therefore excited about the opportunity to work in partnership with the management and employees of THB,” said M. Steven DeCarlo, CEO of AmWINS. “We are also excited about the opportunity to combine THB’s product expertise, capabilities and relationships with our existing worldwide distribution operations. We look forward to completing the acquisition of THB as another important step in our international expansion strategy to deliver specialty insurance products to our global client base.”
“This is an exciting deal and I am delighted that we have agreed terms with AmWINS,” said Frank Murphy, Group Chief Executive of THB.  “The acquisition is a natural extension of our existing relationship with AmWINS. We share the same principles of independence and entrepreneurialism.  In addition to cultural similarities, there is an excellent strategic fit which will enable the combined business to push forward with minimum disruption.  This deal will extend THB’s international reach and bolster its market power, enabling our talented employees to take advantage of significant growth opportunities in London and beyond.”

The formal document which describes the transaction in detail (the “Scheme Document”) will be filed within 28 days, unless otherwise agreed with the U.K. Takeover Panel.  It is expected that the Scheme Document will be posted on or around December 5, 2011 and that the shareholder vote will be held in January 2012. Subject to the satisfaction or waiver of the Scheme conditions, the Scheme is expected to become effective in January 2012.


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