Alignvest makes US$536m bid for Sagicor

Sagicor Financial Corporation Ltd is to be acquired by Canadian investment group for an estimated US$536 million, once regulators approve the deal, Sagicor announced in a statement today.

Sagicor said it had entered into a definitive arrangement agreement with Alignvest Acquisition II Corporation which will acquire all the shares of Sagicor at a price of US$1.75 per share with an aggregate value of approximately US$536 million.

Sagicor, incorporated in Bermuda, is listed on the TT, Barbados and London stock exchanges. Alignment, based in Toronto, is a special purpose acquisition corporation which listed on the Toronto Stock Exchange (TSX) in May 2017 and raised an estimated C$565 million. Sagicor will be Alignvest's sole acquisition. Once regulatory approval is granted Sagicor will be listed on the Toronto exchange and delist from the regional and London exchanges. Shareholders of Alignvest and Sagicor also have to approve the agreement, and once finalised the transaction is expected to close during the first quarter or early in the second quarter of 2019.

Sagicor shareholders as of December 6 shall have the option of either US$1.75 per Sagicor share or Alignvest common shares in an amount based on an exchange ratio which the parties have agreed has a value of US$1.75 per Sagicor share. Or a combination of cash and shares, or all shares.

The cash consideration is only available in respect of up to 10,000 Sagicor shares held by each Sagicor shareholder as December 6 which continues to be held as at the time of closing of the transactions contemplated in the arrangement agreement. All other consideration paid to Sagicor shareholders at the closing will be shares exclusively.

Sagicor believes the transaction will unlock significant value for its shareholders in several ways:

• A potential listing on the TSX provides access to a liquid exchange market and the opportunity to access sophisticated institutional and large-scale investors, leading to better price discovery;

• Cash will be used to support the cash option to shareholders and to fund growth;

• Alignvest is delivering significant value to Sagicor with its corporate development acumen and its recruitment of highly experienced directors to the board.

Sagicor, Alignvest to acquire Scotia TT, Jamaica insurance business

Also, Sagicor and Alignvest will acquire Scotiabank’s life insurance operations in Jamaica and in TT and will also enter into a 20-year exclusive agreement where Sagicor will provide insurance solutions to Scotiabank’s clients in Jamaica and TT. Sagicor expects that this transaction will increase annual net income by approximately US$30 million, upon closing. Closing is expected 2020, subject to regulatory approval and certain conditions being met.

“This transaction is transformational for Sagicor and fully supports our strategic agenda. We have come to work very closely with our partners at Alignvest and believe our combined expertise will continue to accelerate Sagicor’s growth strategy with improved access to capital. Our strategic vision remains consistent, and our actions continue to lead us on a path towards being a leading provider of world class insurance and financial services to meet the changing needs of our customers,” said Dodridge Miller, president and CEO of Sagicor Financial Corporation.