National Western Life Group and Prosperity Life Group have jointly disclosed the signing of a definitive merger agreement.
According to the agreement, S USA Life Insurance Company (SUSA), an affiliate of Prosperity Life Group, will acquire National Western in an all-cash transaction valued at approximately $1.9 billion.
In adherence to the agreement, every issued and outstanding share of National Western common stock will be converted into the right to receive $500 in cash upon the merger's closing. The merger has garnered unanimous approval from National Western's board of directors.
The merger is anticipated to conclude in the first half of 2024, subject to customary closing conditions, including approval by National Western's stockholders, antitrust clearance, and receipt of insurance regulatory approvals. National Western stockholders owning common shares representing about 29.7% of the total voting power of the Company's common shares have executed voting and support agreements with SUSA, ensuring a favorable outcome for the merger.
The merger consideration will be funded through a combination of cash from internal sources, a capital commitment from affiliates of Elliott Investment Management and borrowing under existing facilities or debt commitments. Prosperity Life also clarified that this merger is not conditioned on the receipt of financing by the group or its affiliates.
“The acquisition of National Western represents a significant milestone in the continued expansion of our insurance business. We look forward to welcoming National Western to Prosperity Life Group. National Western's capabilities will further complement our ambition to deliver a compelling value proposition to our policyholders and the company,” said Nicholas von Moltke, Prosperity Life CEO and president.
“This is an exciting moment in National Western's history. I would like to thank our board of directors, particularly our strategic opportunities committee of independent directors, which conducted a thorough review of a range of strategic alternatives and possible business opportunities to maximize value for our stockholders. The transaction provides clear and immediate value for our stockholders at an attractive premium,” said Ross R. Moody, National Western CEO and board chairman.
Prosperity Life itself was notable for having been sold off in 2018 to an investment partnership led by Elliot Management Corporation, operating principals of Wand Partners, and Anurag Chandra, then-CEO of Prosperity.
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