The Phoenix Companies — Phoenix Companies — Merger or Acquisition (September 2015)
8 slides from The Phoenix Companies's merger presentation, Sep 29, 2015
Slide 1: Transaction Overview: Nassau Reinsurance Group to Acquire Phoenix
Transaction Overview: Nassau Reinsurance Group to Acquire Phoenix Ss PHOENIX September 29, 2015
Slide 2: Important Disclosures
Important Disclosures Sy PHOENIX “This presentation contans “forward-looking statements" wehin the meaning ofthe Private Securties tigaton Reform Actof 1985. We intend forthese forward-oking statements tobe covered by ne safehnarborprovsons ofthe federal secures iavisrestnto forwardookingsiatements.
Slide 3: Strategic Rationale
Strategic Rationale Sy PHOENIX All cash transaction provides significant premiumand liquidity to shareholders while positioning Phoenix for long-term stability and growth > After considering various strategic alternatives, the Phoenix Board initiated a thorough process and determined that this trans
Slide 4: Transaction Overview
Transaction Overview Sy PHOENIX > Nassau Reinsurance Group Holdings L.P. (Nassau) will acquire The Transaction Structure: Phoenix Companies, Inc. (Phoenix) > $37.50 per share in cash, a 188% premium over Phoenix's closing stock Consideration: price of $13.03 on September 28, 2015 > Aggregate equity
Slide 5: Analysis of Consideration
Analysis of Consideration Sy PHOENIX Acquisition Price Per Share Shares Outstanding (in millions)' Aggregate Equity Value Aggregate Enterprise Value Implied Market Premium Value Premium 30-Day Volume Weighted Average Price? $14.48 158.9% Implied Multiples Phoenix Metric Multiple 6130/2015 Book Value
Slide 6: Nassau Background
Nassau Background Sy PHOENIX Foundedin April 2015, Nassau Reinsurance Group isa privately heldinsuranceand reinsurance business focused onacquiring and operating entities in the life, annuityand long-termcare sectors > Nassau was founded by insurance industry executives Phillip J. Gass and Kostas Ch
Slide 7: Key Steps to Closing
Key Steps to Closing Sy PHOENIX Transactionis subjectto approval by Phoenix shareholders owning a majority of the outstanding commonstock, regulatory approvals and other closing conditions > Key next steps include: Filing and distributing a proxy statement to shareholders to solicit their vote Share
Slide 8: Phoenix
Ss PHOENIX
Phoenix Companies — Merger or Acquisition (September 2015) on 6ix