Nasdaq GlobeNewswire

The Hartford to Acquire Navigators for $2.1 Billion in Cash

Del

STAMFORD, Conn., Aug. 22, 2018 (GLOBE NEWSWIRE) -- The Navigators Group, Inc. (NASDAQ:NAVG) today announced that it has entered into a definitive agreement to be acquired by The Hartford Financial Services Group, Inc. (NYSE: HIG) in an all-cash transaction that values Navigators at approximately $2.1 billion.

Under the terms of the agreement, Navigators stockholders will receive $70.00 per share in cash upon the closing of the transaction. The $70.00 per share offer price represents a multiple of 1.78 times Navigators’ fully diluted tangible book value per share as of June 30, 2018 and an 18.6% premium to the 90-trading-day average stock price.

“This transaction will result in the realization of significant value for our stockholders,” said Stanley A. Galanski, Navigators President and Chief Executive Officer. “It is a testament to the caliber and dedication of our people and the strength of our underwriting culture.”

“We look forward to bringing Navigators’ specialty lines capabilities to The Hartford, an organization that shares our commitment to underwriting excellence, attracting and retaining top talent, and delivering exceptional customer experiences," Galanski continued. “Joining The Hartford and leveraging the strength of its balance sheet and quality of its core commercial insurance products, we will create exciting opportunities to deliver enhanced value to our brokers and policyholders.”

“We are excited to announce the acquisition of Navigators, which we are confident will achieve key strategic and financial objectives for The Hartford,” said The Hartford’s Chairman and CEO Christopher Swift. “It expands our product offerings and geographic reach, and adds tenured and proven underwriting and industry talent while strengthening our value proposition to agents and customers. We are optimistic about our combined growth opportunities and expect the acquisition to generate attractive returns.”

The transaction, which was unanimously approved by Navigators’ Board of Directors, is subject to regulatory and stockholder approvals and other customary closing conditions, and is expected to close in the first half of 2019. Navigators expects to continue paying regular quarterly dividends consistent with past practice prior to closing. Completion of the transaction is not subject to any financing conditions.

Navigators’ founder, and shares controlled by other members of his family, which represent approximately 20% of total shares outstanding, have agreed to vote in support of Navigators’ transaction with The Hartford.

The agreement includes a “go-shop” provision designed to afford an opportunity for other potential acquirers to determine whether they are interested in proposing to acquire Navigators. Accordingly, for 30 days Navigators will have an opportunity to solicit competing acquisition proposals. If the Board of Directors accepts a competing proposal during the “go-shop” period that The Hartford does not match, the successful competing bidder would pay a termination fee to The Hartford.

Goldman Sachs & Co. LLC and Moelis & Company LLC acted as joint financial advisors and Sidley Austin LLP acted as legal advisor to Navigators in the transaction. Additional information regarding the transaction can be found in a Current Report on Form 8-K filed today with the Securities and Exchange Commission and on Navigators’ website, navg.com, on the SEC Filings page, which can be accessed via the Investor Relations section menu.

About Navigators
The Navigators Group, Inc. (Nasdaq: NAVG) is a global specialty insurance holding company.  We provide customized insurance solutions designed to protect clients from the complex risks they face.   For more than 40 years, Navigators has added value for policyholders—both in underwriting and in claims—through the depth and quality of our technical and industry expertise.  Industries we serve include maritime, construction, energy, environmental, professional services and life sciences.  Headquartered in Stamford, Connecticut, Navigators has offices in the United States, the United Kingdom, Continental Europe and Asia.  For more information, please visit navg.com.

About The Hartford
The Hartford Financial Services Group, Inc., (NYSE: HIG) operates through its subsidiaries under the brand name, The Hartford, and is headquartered in Hartford, Connecticut. The Hartford is a leader in property and casualty insurance, group benefits and mutual funds. With more than 200 years of expertise, The Hartford is widely recognized for its service excellence, sustainability practices, trust and integrity. More information on the company and its financial performance is available at https://www.thehartford.com.

Additional Information Regarding the Merger and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of The Navigators Group, Inc. (the “Company”) or the solicitation of any vote or approval.  This communication relates to the proposed merger involving the Company, The Hartford Financial Services Group, Inc. (“The Hartford”) and Renato Acquisition Co., whereby the Company will become a wholly-owned subsidiary of The Hartford (the “proposed merger”). The proposed merger will be submitted to the stockholders of the Company for their consideration at a special meeting of the stockholders. In connection therewith, the Company intends to file relevant materials with the SEC, including a definitive proxy statement on Schedule 14A (the “definitive proxy statement”) which will be mailed or otherwise disseminated to the Company’s stockholders when it becomes available. The Company may also file other relevant documents with the SEC regarding the proposed merger. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  Stockholders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other documents containing important information about the Company, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov.  Free copies of the definitive proxy statement and any other documents filed with the SEC can also be obtained on the Company’s website at www.navg.com under the heading “SEC Filings” within the “Investor Relations” section of the Company’s website or by contacting the Company’s Investor Relations Department at investorrelations@navg.com.

Certain Information Regarding Participants in the Solicitation
The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on February 22, 2018, and its definitive proxy statement on Schedule 14A for the 2018 annual meeting of stockholders, filed with the SEC on March 29, 2018, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such definitive proxy statement. Additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement and other relevant documents filed with the SEC regarding the proposed merger, if and when they become available.  Free copies of these materials may be obtained as described in the preceding paragraph.

Forward Looking Statements

Certain information in this communication constitutes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects.”  However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.  These statements may relate to risks or uncertainties associated with:

  • the satisfaction of the conditions precedent to the consummation of the proposed merger, including, without limitation, the timely receipt of stockholder and regulatory approvals (or any conditions, limitations or restrictions placed on such approvals);
  • unanticipated difficulties or expenditures relating to the proposed merger;
  • the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require the Company to pay a termination fee or reimburse Parent for certain of its expenses;
  • legal proceedings, judgments or settlements, including those that may be instituted against the Company, its board of directors, executive officers and others following the announcement of the proposed merger;
  • disruptions of current plans and operations caused by the announcement and pendency of the proposed merger;
  • potential difficulties in employee retention due to the announcement and pendency of the proposed merger;
  • the response of customers, policyholders, brokers, service providers, business partners and regulators to the announcement of the proposed merger; and
  • other factors described in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 22, 2018.

The Company can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The forward-looking statements are made as of the date of this communication, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Investors
Ciro M. DeFalco
Executive Vice President and Chief Financial Officer
cdefalco@navg.com
203-905-6343

Media
Courtney Oldrin
Head of Communications
coldrin@navg.com
203-905-6531

Om Nasdaq GlobeNewswire

Nasdaq GlobeNewswire
Nasdaq GlobeNewswire
One Liberty Plaza - 165 Broadway
NY 10006 New York

+1 212 401 8700http://www.nasdaqomx.com

NASDAQ (NASDAQ: NDAQ) is a leading provider of trading, exchange technology, information and public company services across six continents.

Følg saker fra Nasdaq GlobeNewswire

Registrer deg med din epostadresse under for å få de nyeste sakene fra Nasdaq GlobeNewswire på epost fortløpende. Du kan melde deg av når som helst.

Siste saker fra Nasdaq GlobeNewswire

Manufacturing Leadership Forum Will Highlight Enabling Industry 4.0 with Analytics25.9.2018 15:06Pressemelding

Upcoming Dates in Houston, Texas and Antwerp, Belgium PORTLAND, Ore., Sept. 25, 2018 (GLOBE NEWSWIRE) -- New dates for The Manufacturing Leadership Forum were announced today including Houston, Texas, US on October 9, 2018 at the Petroleum Club of Houston and on November 28, 2018 in Antwerp, Belgium at the Lindner WTC Hotel & City Lounge. The events are sponsored by Northwest Analytics, a leading provider of manufacturing intelligence and SPC software solutions for manufacturers. This premier manufacturing analytics educational event focuses on enabling Industry 4.0 programs with manufacturing analytics. The Forums will feature keynotes and case-study presentations from globally-recognized leaders in the application of manufacturing analytics. In its fourth year, The Manufacturing Leadership Forum will open with a keynote from analytics visionary, Dr. Lloyd Colegrove, Director of Data Services & Fundamental Problem Solving at The Dow Chemical Company. “The Manufacturing Leadership Foru

Checkpoint Therapeutics Announces Presentation of Updated Data from Phase 1/2 Trial of EGFR Inhibitor CK-10125.9.2018 14:00Pressemelding

Data were featured in an oral presentation at the IASLC 19th World Conference on Lung Cancer Phase 3 trial in treatment-naïve EGFR mutation-positive NSCLC patients targeted to commence in 2019 NEW YORK, Sept. 25, 2018 (GLOBE NEWSWIRE) -- Checkpoint Therapeutics, Inc. (“Checkpoint”) (NASDAQ: CKPT), a clinical-stage immuno-oncology biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for patients with solid tumor cancers, today announced that positive preliminary safety and efficacy data from an ongoing Phase 1/2 clinical trial of CK-101 were presented yesterday in an oral presentation at the International Association for the Study of Lung Cancer (IASLC) 19th World Conference on Lung Cancer in Toronto. The oral presentation included further details on, and updates from, the dataset announced previously. CK-101 is a third-generation epidermal growth factor receptor (EGFR) tyrosine kinase inhibitor (TKI) being evaluated in advanced non

SpeeDx Begins Multisite U.S. Clinical Trials of ResistancePlus® MG Test25.9.2018 14:00Pressemelding

Test supports international guidelines for treating antibiotic resistant STI SYDNEY, Australia, Sept. 25, 2018 (GLOBE NEWSWIRE) -- SpeeDx Pty. Ltd. today announced the start of patient testing in their multisite U.S.-based clinical trials for ResistancePlus® MG (not available for sale in the U.S.). The molecular diagnostic test detects the sexually transmitted infection (STI) Mycoplasma genitalium, also known as Mgen or MG, along with genetic markers linked to antibiotic resistance. In recent years, Mgen prevalence has increased globally and developed high rates of resistance to the common antibiotic treatment, azithromycin. "This test is an exciting new development that will increase the precision of patient care for patients impacted by Mycoplasma genitalium - a common sexually transmitted infection with limited treatment options,” notes Dr Maria Trent, Professor of Pediatrics and Public Health at Johns Hopkins Medicine. The SpeeDx ResistancePlus MG test is in use in laboratories acr

Novavax Initiates Phase 2 Clinical Trial of NanoFlu™ in Older Adults25.9.2018 13:00Pressemelding

First participants enrolled in Phase 2 clinical trial of quadrivalent NanoFlu formulations Top-line immunogenicity and safety data expected in the first quarter of 2019 Phase 2 results will support meeting with the U.S. Food and Drug Administration (FDA) and Phase 3 clinical trial design GAITHERSBURG, Md., Sept. 25, 2018 (GLOBE NEWSWIRE) -- Novavax, Inc. (NASDAQ: NVAX) today announced the initiation of a Phase 2 dose and formulation confirmation clinical trial in older adults of NanoFlu, its nanoparticle seasonal influenza vaccine candidate. “Initiating this Phase 2 clinical trial of NanoFlu is an important milestone for Novavax,” said Stanley C. Erck, President and Chief Executive Officer of Novavax. “With top-line results expected in the first quarter of 2019, we plan to discuss these data with the FDA at an ‘End of Phase 2’ meeting and to agree on the appropriate Phase 3 clinical trial design to support licensure via accelerated approval. We continue to believe NanoFlu is a differen

CGAP Launches Photo and Video Contest Theme for 2018: Financial Inclusion in Africa25.9.2018 13:00Pressemelding

This year's CGAP contest is the first ever to accept short video entries WASHINGTON, Sept. 25, 2018 (GLOBE NEWSWIRE) -- The Consultative Group to Assist the Poor’s (CGAP) 13th annual photo contest, launched today, is seeking striking images on financial inclusion in Africa. For the first time, short video submissions on Africa also will be accepted. Entries may be submitted through December 14, 2018. Each contestant may submit up to 20 photos or videos to compete for the Grand Prize worth US$ 2,000. This year CGAP is looking for original and compelling photographs and short videos that tell the story of how financial services empower poor people and communities in Africa. The region is a center for financial innovation -- home to M-Pesa, the mobile money service launched a decade ago now replicated across markets worldwide; host to vibrant FinTech and e-commerce companies; and to a growing off-grid sector that leverages digital finance. Together these innovators contribute toward lifti

Kick-starting health in the workplace25.9.2018 10:00Pressemelding

Over 800 organizations step, bike, swim and yoga their way to better health and wellbeing as the May 2018 Virgin Pulse Global Challenge Concludes ZURICH, Switzerland, Sept. 25, 2018 (GLOBE NEWSWIRE) -- On August 30th more than 270,000 people, across 144 countries, completed Virgin Pulse’s 100-day Global Challenge, moving them towards a more active, healthy and productive lifestyle. With this achievement, Virgin Pulse, an international leader in employee health and wellbeing, once again proves it’s helping to improve employee lives for good. The company’s Global Challenge event encourages exercise, mindfulness and healthy habits at work, leading to a happier culture and reduced costs to the organization. “Through increased awareness, education and motivation, employees master long-term, sustainable habits allowing them to arrive at work feeling more engaged, productive and equipped for peak performance,” says David Osborne, Chief Executive Officer of Virgin Pulse. “The follow-on effects

I vårt presserom finner du alle våre siste saker, kontaktpersoner, bilder, dokumenter og annen relevant informasjon om oss.

Besøk vårt presserom