Liberty Acquisition Holdings (International) Company (Euronext: LIAC), a special purpose acquisition company (SPAC), announced that its shareholders have approved the acquisition of funds management and insurance company Pearl Group Ltd.
Liberty Acquisition Holdings (International) Company (“Liberty”) (Euronext: LIAC) announced on Friday July 24, 2009, that its shareholders have approved the acquisition by Liberty of Pearl Group Ltd. and Opal Reassurance Ltd. (collectively, “Pearl”). The acquisition is expected to close by August 31, 2009. The resulting combined company will use the Pearl Group name and will continue to use Liberty’s Euronext stock listing until it can secure a primary listing on the London Stock Exchange. As a result of the transaction, Liberty will acquire 100% of Pearl by issuing 52.8 million new common shares and may issue an additional 35 million shares in earn-out consideration Liberty will also invest up to 600 million into the company. Existing creditors have agreed to write down their holdings to help further reduce Pearl’s debt by about 560 million, strengthening Pearl’s balance sheet by about 1 billion. Pearl Group’s expected worth upon completion of the merger is approximately 5.2 billion. To secure the acquisition, current Pearl shareholders will buy approximately £75 million in Liberty stock and Liberty’s warrant holders will be asked to convert half of the outstanding warrants into approximately 4 million common shares, increasing the strike price on the remaining warrants from €7 to €11. These amended warrants will expire in five years rather than four years. The acquisition and related transactions are still awaiting approval from the U.K.’s Financial Services Authority. Liberty is a special purpose acquisition company (SPAC) created to acquire businesses with principal operations outside North America through mergers, capital stock exchanges, share purchases, asset acquisitions, reorganizations or similar transactions. Pearlis one of the largest U.K.managers of closed life funds, and was previously owned by Sun Capital Partners Ltd. and TDR Capital LLP.
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