James River Board of Directors Announces Exploration of Strategic Alternatives to Maximize Shareholder Value
November 10 2023 - 9:26AM
James River Group Holdings, Ltd. (“James River” or the “Company”)
(NASDAQ: JRVR) today announced that its board of directors has
initiated an exploration of strategic alternatives. As part of this
process, the board will consider a wide range of options for the
Company including, among other things, a potential sale, merger or
other strategic transaction.
“Over the past three years, James River’s
executive leadership team and board of directors have taken
decisive actions to focus resources on core businesses where we
have meaningful scale, de-risk the organization, reduce volatility
and meaningfully strengthen the balance sheet,” said Ollie Sherman,
chairman of the board of directors. “The board now believes it is
appropriate to explore a range of potential strategic alternatives
to maximize shareholder value.”
There can be no assurance that this process will
result in the Company pursuing a particular transaction or other
strategic outcome. James River has not set a timetable for
completion of this process, and it does not intend to disclose
further developments unless and until it determines that further
disclosure is appropriate or necessary.
James River has retained Citi and Ardea Partners
as financial advisors.
Forward-Looking StatementsThis
press release contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. In
some cases, such forward-looking statements may be identified by
terms such as believe, expect, seek, may, will, should, intend,
project, anticipate, plan, estimate, guidance or similar words.
Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. Although it is not possible to identify
all of these risks and uncertainties, they include, among others,
the following: the failure to identify or execute on strategic
alternatives, including among other things, a potential sale,
merger, or other strategic action; the inherent uncertainty of
estimating reserves and the possibility that incurred losses may be
greater than our loss and loss adjustment expense reserves;
inaccurate estimates and judgments in our risk management may
expose us to greater risks than intended; downgrades in the
financial strength rating of our regulated insurance subsidiaries
impacting our ability to attract and retain insurance and
reinsurance business that our subsidiaries write, our competitive
position, and our financial condition; the potential loss of key
members of our management team or key employees and our ability to
attract and retain personnel; adverse economic factors resulting in
the sale of fewer policies than expected or an increase in the
frequency or severity of claims, or both; the impact of a
persistent high inflationary environment on our reserves, the
values of our investments and investment returns, and our
compensation expenses; exposure to credit risk, interest rate risk
and other market risk in our investment portfolio; reliance on a
select group of brokers and agents for a significant portion of our
business and the impact of our potential failure to maintain such
relationships; reliance on a select group of customers for a
significant portion of our business and the impact of our potential
failure to maintain, or decision to terminate, such relationships;
our ability to obtain reinsurance coverage at prices and on terms
that allow us to transfer risk, adequately protect our company
against financial loss and that supports our growth plans; losses
resulting from reinsurance counterparties failing to pay us on
reinsurance claims, insurance companies with whom we have a
fronting arrangement failing to pay us for claims, or a former
customer with whom we have an indemnification arrangement failing
to perform its reimbursement obligations, and our potential
inability to demand or maintain adequate collateral to mitigate
such risks; inadequacy of premiums we charge to compensate us for
our losses incurred; changes in laws or government regulation,
including tax or insurance law and regulations; changes in U.S. tax
laws and the interpretation of certain provisions of Public Law No.
115-97, informally titled the 2017 Tax Cuts and Jobs Act (including
associated regulations), which may be retroactive and could have a
significant effect on us including, among other things, by
potentially increasing our tax rate, as well as on our
shareholders; in the event we do not qualify for the insurance
company exception to the passive foreign investment company
(“PFIC”) rules and are therefore considered a PFIC, there could be
material adverse tax consequences to an investor that is subject to
U.S. federal income taxation; the Company or any of its foreign
subsidiaries becoming subject to U.S. federal income taxation; a
failure of any of the loss limitations or exclusions we utilize to
shield us from unanticipated financial losses or legal exposures,
or other liabilities; losses from catastrophic events, such as
natural disasters and terrorist acts, which substantially exceed
our expectations and/or exceed the amount of reinsurance we have
purchased to protect us from such events; potential effects on our
business of emerging claim and coverage issues; the potential
impact of internal or external fraud, operational errors, systems
malfunctions or cyber security incidents; our ability to manage our
growth effectively; failure to maintain effective internal controls
in accordance with the Sarbanes-Oxley Act of 2002, as amended
(“Sarbanes-Oxley”); changes in our financial condition, regulations
or other factors that may restrict our subsidiaries; ability to pay
us dividends; and an adverse result in any litigation or legal
proceedings we are or may become subject to. Additional information
about these risks and uncertainties, as well as others that may
cause actual results to differ materially from those in the
forward-looking statements, is contained in our filings with the
U.S. Securities and Exchange Commission ("SEC"), including our most
recently filed Annual Report on Form 10-K. These forward-looking
statements speak only as of the date of this release and the
Company does not undertake any obligation to update or revise any
forward-looking information to reflect changes in assumptions, the
occurrence of unanticipated events, or otherwise.
About James River Group Holdings, Ltd.James
River Group Holdings, Ltd. is a Bermuda-based insurance holding
company that owns and operates a group of specialty insurance and
reinsurance companies. The Company operates in three specialty
property-casualty insurance and reinsurance segments: Excess and
Surplus Lines, Specialty Admitted Insurance and Casualty
Reinsurance. Each of the Company’s regulated insurance subsidiaries
are rated “A-” (Excellent) by A.M. Best Company. Visit James River
Group Holdings, Ltd. on the web at www.jrvrgroup.com.
James River Investor Contact:Brett
ShirreffsSVP, Finance, Investments and Investor Relations(919)
980-0524Investors@jrvrgroup.com
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