Trean Insurance Group, Inc. (Nasdaq: TIG) (“Trean” or the
“Company”), a leading provider of products and services to the
specialty insurance market, would like to remind stockholders that
its Special Meeting of Stockholders (the “Special Meeting”) to
consider and vote on the adoption of the Agreement and Plan of
Merger entered into by the Company with affiliates of Altaris, LLC
(collectively with its affiliates, “Altaris”) (the “Merger
Agreement”) providing for the proposed merger of the Company with
an affiliate of funds managed by Altaris (the “Merger”) and the
approval of the Merger will be held on April 18, 2023 at 10:00 am
Central Time.
Stockholders are encouraged to vote as soon as
possible by Proxy in advance of the Special Meeting by one of the
methods described in the Proxy Statement previously distributed to
stockholders. In addition, the Company announced that leading
independent proxy advisory firms Institutional Shareholder Services
(“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have recommended
that Trean stockholders vote FOR the adoption of
the Merger Agreement and approval of the Merger at the Special
Meeting.
“We appreciate the recommendations of both
leading proxy advisory firms to vote for our merger agreement and
merger with Altaris, which we believe will deliver immediate and
substantial value to all Trean stockholders and position Trean to
continue its focus on strong partnerships, underwriting discipline
and exceptional claims management to drive our growth over the long
term,” said Julie Baron, President and Chief Executive Officer of
Trean. “We look forward to our Special Meeting of stockholders next
week and ultimately completing our transaction with Altaris.”
All stockholders of record as of the close of
business on March 13, 2023 are entitled to vote at the Special
Meeting. Stockholders are encouraged to contact the Company’s proxy
solicitor, Okapi Partners, at (212) 297-0720 or
info@okapipartners.com with any questions about the Special Meeting
or for assistance with voting procedures.
About Trean Insurance Group, Inc.
Trean Insurance Group, Inc. (Nasdaq: TIG)
provides products and services to the specialty insurance market.
Trean underwrites specialty casualty insurance products both
through its program partners and its own managing general agencies.
Trean also provides its program partners with a variety of services
including issuing carrier services, claims administration and
reinsurance brokerage. Trean is licensed to write business across
49 states and the District of Columbia. For more information,
please visit www.trean.com.
About Altaris
Altaris is a healthcare investment firm with an
exclusive focus on building companies that deliver value to the
healthcare system through innovation and efficiency. Since
inception in 2003, Altaris has invested in 49 healthcare companies
which have generated significant value appreciation for
investors. Altaris is headquartered in New York City and
manages approximately $5.0 billion of equity capital. For more
information, please visit www.altariscap.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains and the Company’s
other filings and press releases may contain forward-looking
statements, which include all statements that do not relate solely
to historical or current facts, such as statements regarding the
Company’s expectations, intentions or strategies regarding the
future. In some cases, you can identify forward-looking statements
by the following words: “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “aim,” “potential,” “continue,” “ongoing,”
“goal,” “can,” “seek,” “target” or the negative of these terms or
other similar expressions, although not all forward-looking
statements contain these words. These forward-looking statements
are based on management’s beliefs, as well as assumptions made by,
and information currently available to the Company. Because such
statements are based on expectations as to future financial and
operating results and are not statements of fact, actual results
may differ materially from those projected and are subject to a
number of known and unknown risks and uncertainties, including:
(i) the risk that the Merger pursuant to the Merger Agreement
may not be completed in a timely manner or at all, which may
adversely affect the Company’s business and the price of the
Company’s common stock; (ii) the failure to satisfy any of the
conditions to the consummation of the proposed transaction,
including the adoption of the Merger Agreement by the Company’s
stockholders and the receipt of certain regulatory approvals;
(iii) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the Merger Agreement, including in circumstances requiring the
Company to pay a termination fee; (iv) the effect of the
announcement or pendency of the proposed transaction on the
Company’s business relationships, operating results and business
generally; (v) risks that the proposed transaction disrupts
the Company’s current plans and operations; (vi) the Company’s
ability to retain and hire key personnel in light of the proposed
transaction; (vii) risks related to diverting management’s
attention from the Company’s ongoing business operations;
(viii) unexpected costs, charges or expenses resulting from
the proposed transaction; (ix) potential litigation relating to the
Merger that could be instituted against Altaris, the Company, or
their respective directors, managers or officers, including the
effects of any outcomes related thereto; (x) certain
restrictions during the pendency of the Merger that may impact the
Company’s ability to pursue certain business opportunities or
strategic transactions; (xi) unpredictability and severity of
catastrophic events, including but not limited to acts of
terrorism, war or hostilities, or pandemics, including
the COVID-19 pandemic, as well as management’s response
to any of the aforementioned factors; (xii) other risks
described in the Company’s filings with the Securities and Exchange
Commission (“SEC”), such risks and uncertainties described under
the headings “Forward-Looking Statements,” “Risk Factors” and other
sections of the Company’s Annual Report on
Form 10-K filed with the SEC on March 16, 2023 and
subsequent filings; and (xiii) those risks and uncertainties
that are described in the definitive proxy statement that was filed
with the SEC on March 16, 2023 (the “Definitive Proxy Statement”),
including any considerations taken into account by the Special
Committee (as defined in the Merger Agreement) and the Board of
Directors (as defined in the Merger Agreement) in approving the
Merger Agreement and recommending to the Company’s stockholders
that they adopt and approve the Merger Agreement. While the list of
risks and uncertainties presented here, and the discussion of risks
and uncertainties presented in the proxy statement, is considered
representative, no such list or discussion should be considered a
complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
and legal liability to third parties and similar risks, any of
which could have a material adverse effect on the completion of the
Merger and/or the Company’s consolidated financial condition,
results of operations, or liquidity. The forward-looking statements
speak only as of the date they are made. The Company undertakes no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional Information and Where to Find It
On March 16, 2023, in connection with the
Merger, the Company filed a Definitive Proxy Statement on Schedule
14A and form of proxy card with the SEC. The Company and Parent
jointly filed a transaction statement on Schedule 13E-3 (the
“Schedule 13E-3”) with the SEC on March 16, 2023. On or about March
17, 2023, the Company mailed the Definitive Proxy Statement and
form of proxy card to stockholders of the Company entitled to vote
at the Special Meeting relating to the Merger. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, COMPANY STOCKHOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3, AND ANY
OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH
THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Stockholders will
be able to obtain the documents (when they become available) free
of charge at the SEC’s website, http://www.sec.gov. In addition,
stockholders may obtain free copies of the documents (when they
become available) on the Company’s website, www.trean.com, under
the heading “Investor Relations.”
Participants in the Solicitation
The Company and certain of its directors,
executive officers and other employees, under the SEC’s rules, may
be deemed to be participants in the solicitation of proxies of the
Company’s stockholders in connection with the Merger. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the Merger and their
respective direct and indirect interests in the Merger, by security
holdings or otherwise, are included in the Definitive Proxy
Statement and other materials to be filed with the SEC in
connection with the Merger. Information relating to the foregoing
can also be found in the Company’s definitive proxy statement for
its 2022 Annual Meeting of Stockholders (the “2022 Proxy
Statement”), which was filed with the SEC on April 5, 2022. To the
extent that holdings of Company’s securities have changed since the
amounts printed in the 2022 Proxy Statement, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Free copies of these documents may be obtained
as described in the preceding paragraph.
CONTACTS
Investor Relationsinvestor.relations@trean.com(952) 974-2260
35476068.1
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