Business
Westaim HIIG Limited Partnership Completes HIIG Acquisition
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICE...
About this update from Westaim Corporation
[{"type":"text","content":"\n\nNOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES\n\n\n\nTORONTO, July 31, 2014 /CNW/ - The Westaim Corporation (\"Westaim\" or the \"Company\") (TSXV: \"WED\") today announced that Westaim HIIG Limited Partnership (the Partnership) has completed its previously announced acquisition (the \"Acquisition\") of approximately 70.8% of the issued and outstanding shares of common stock of Houston International Insurance Group, Ltd. (\"HIIG\"), an international specialty insurance company headquartered in Houston, for an aggregate purchase price of approximately US$138.7 million. \n\nThe Acquisition involved:\n\n(i)       the purchase by the Partnership of an aggregate of 16,588,865 shares of common stock in the capital of HIIG (HIIG Shares) from certain shareholders of HIIG (the \"Sellers\") for an aggregate purchase price of US$53.7 million; and\n\n(ii)      the purchase by the Partnership from HIIG of an aggregate of 18,702,673 HIIG Shares from treasury for an aggregate purchase price of US$85.0 million.\n\nIn order to complete the Acquisition and to provide working capital, the Partnership received funding of approximately US$141.1 million.  This funding was provided as to (i) approximately US$75.7 million by Westaim, (ii) approximately US$24.3 million and US$22.9 million by affiliates of Everest Re Group, Ltd. (\"Everest Re\") and Catlin Group Limited (\"Catlin Group\"), respectively, (iii) US$10 million by Stephen L. Way, Chairman and Chief Executive Officer of HIIG, and/or certain investors affiliated with Mr. Way, and (iv) approximately US$8.2 million by certain other existing shareholders of HIIG and other investors.\n\nIn connection with the Acquisition, on April 23, 2014 Westaim completed the sale of an aggregate of 50,995,385 subscription receipts (the \"Subscription Receipts\") at a purchase price of $2.65 per Subscription Receipt for aggregate gross proceeds of approximately $135.1 million.  On July 29, 2014, net proceeds of approximately $128.2 million from the sale of the Subscription Receipts were released from escrow to Westaim and an aggregate of 50,995,385 additional common shares of Westaim (\"Westaim Shares\") were issued upon the conversion of the Subscription Receipts.  The Westaim Shares issued u...