Bermuda-based non-life global specialty insurer Randall & Quilter (R&Q) has agreed to the terms of a £482m takeover offer from Brickell PC Insurance Holdings.
Brickell’s offer prices R&Q share at 175 pence apiece, representing a premium of around 20% based on R&Q’s closing price on 31 March 2022.
Furthermore, Brickell committed to pump $100m in new equity funding into R&Q to de-leverage its balance sheet.
The takeover and equity funding awaits the nod of R&Q shareholders and regulators.
R&Q directors consider the offer and equity financing to be in the “best interests of shareholders” and have decided to unanimously recommend the offer to shareholders.
Brickell PC2 Insurance Holdings will be incorporated in Bermuda this year for the amalgamation and will merge with and into R&Q, with R&Q being the surviving entity.
R&Q will serve as an indirect wholly-owned subsidiary of Brickell upon completion of the merger.
Commenting on the offer, R&Q executive chairman William Spiegel said: “The Acquisition provides shareholders the opportunity to crystallise the value of their holdings, in cash, and at a material 20% premium to our undisturbed share price, and a substantial 1.82x multiple of expected FY 2021 Tangible Net Asset Value per share, while also providing $100 million in new equity funding to de-lever our balance sheet and improve our financial profile.”
With a workforce of 308, R&Q offers Program Management and Legacy Insurance businesses. The company has eight offices, with presence in the US, UK, and Europe in addition to Bermuda.
Brickell, backed by US investment firm 777 Partners, first invested in R&Q in 2019 and picked a 9% interest.
At present, Brickell and its affiliates have a 23.2% stake in R&Q and 9.9% voting rights.
In 2020, R&Q received $100m of new equity investment from Brickell.
Brickell chairman Steven Pasko said: “We are excited about the prospect of integrating R&Q into our robust insurance ecosystem and expanding our business into the legacy space, by combining R&Q’s deep experience in managing complex run-off claims with 777’s unique asset management capabilities.”
