
Company Website:
http://www.twrgrpintl.com
HAMILTON, Bermuda -- (Business Wire)
Tower Group International, Ltd. (NASDAQ:TWGP) (“Tower”) has announced
that it has established a record date and a meeting date for a special
general meeting of its shareholders to consider and vote upon, among
other things, a proposal to approve and adopt the previously announced
Agreement and Plan of Merger, dated as of January 3, 2014, as amended,
by and among Tower, ACP Re, Ltd. and London Acquisition Company Limited,
and to approve the merger contemplated thereby.
The special general meeting will be held on Wednesday, August 6, 2014,
at 9:30 a.m., local time, at the Fairmont Hamilton Princess Hotel, which
is located at:
76 Pitts Bay Road
Pembroke HM 08
Bermuda.
Only Tower shareholders of record as shown on Tower’s register of
members as of the close of business on Friday, June 13, 2014, are
entitled to notice of, and to vote at, the special general meeting or
any adjournment thereof.
In addition to the approval and adoption of the merger agreement and the
approval of the merger by Tower’s shareholders at the special general
meeting, the closing of the merger remains subject to the closing
conditions set forth in the merger agreement, including the receipt of
required regulatory approvals.
Additional Information and Where to Find It
This communication is not a solicitation of a proxy from any shareholder
of Tower. Tower filed a definitive proxy statement with the Securities
and Exchange Commission (“SEC”) on July 3, 2014 and has mailed copies of
such definitive proxy statement to all of its shareholders of record as
of the record date specified above. Investors and shareholders are urged
to read the definitive proxy statement and other relevant materials
filed with the SEC when they become available because they contain or
will contain important information about Tower, ACP Re and the proposed
transaction. The definitive proxy statement and other relevant materials
(when they become available), and any other documents filed by Tower or
ACP Re with the SEC, may be obtained free of charge at the SEC's website
at www.sec.gov.
In addition, investors and shareholders may obtain free copies of the
documents filed by Tower with the SEC by directing a written request to
"Investor Relations," Tower Group International, Ltd., Bermuda
Commercial Bank Building, 2nd Floor, 19 Par-la-Ville Road, Hamilton, HM
11, Bermuda, or by email to William E. Hitselberger, Executive Vice
President and Chief Financial Officer at bhitselberger@twrgrp.com.
Participants in the Solicitation
The directors, executive officers and other members of management and
employees of Tower may be deemed participants in the solicitation of
proxies from its shareholders in favor of the proposed transaction.
Information concerning persons who may be considered participants in the
solicitation of Tower's shareholders under the rules of the SEC is set
forth in the definitive proxy statement filed by Tower with the SEC on
July 3, 2014 and in Tower's Annual Report on Form 10-K for the year
ended December 31, 2013, which was filed with the SEC on May 2, 2014.
Cautionary Statement Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This press release and any other
written or oral statements made by or on behalf of Tower may include
forward-looking statements that reflect Tower's current views with
respect to future events and financial performance. All statements other
than statements of historical fact included in this press release are
forward-looking statements. Forward-looking statements can generally be
identified by the use of forward-looking terminology such as "may,"
"will," "plan," "expect," "project," "intend," "estimate," "anticipate,"
"believe" and "continue" or their negative or variations or similar
terminology. All forward-looking statements address matters that involve
risks and uncertainties. Accordingly, there are or will be important
factors that could cause the actual results of Tower to differ
materially from those indicated in these statements. Please refer to
Tower's filings with the SEC, including among others Tower's Annual
Report on Form 10-K for the year ended December 31, 2013, for a
description of the important factors that could cause the actual results
of Tower to differ materially from those indicated in these statements.
Forward-looking statements speak only as of the date on which they are
made, and Tower undertakes no obligation to update publicly or revise
any forward-looking statement, whether as a result of new information,
future developments or otherwise.
Risks that could adversely affect the proposed merger include, but are
not limited to, the following:
-
governmental approvals of the merger may not be obtained or adverse
regulatory conditions may be imposed in connection with governmental
approvals of the merger;
-
the Board of Directors of Tower may withdraw its recommendation and
support a competing acquisition proposal; and
-
Tower's shareholders may fail to approve the merger.
The following important factors are among those that could affect the
actual outcome of other future events:
-
changes in our financial strength or credit ratings could impact our
ability to write new business, the cost of, and our ability to obtain,
capital or our ability to attract and retain brokers, agents and
customers;
-
further decreases in the capital and surplus of our insurance
subsidiaries and their ability to meet minimum capital and surplus
requirements;
-
changes in our ability to raise additional capital;
-
the implementation and effectiveness of our capital improvement
strategy;
-
Tower's ability to continue operating as a going concern;
-
changes in our ability to meet ongoing cash requirements and pay
dividends;
-
greater frequency or severity of claims and loss activity, including
as a result of natural or man-made catastrophic events, than our
underwriting, reserving or investment practices anticipate based on
historical experience or industry data;
-
changes in the availability, cost or quality of reinsurance and
failure of our reinsurers to pay claims timely or at all;
-
changes in the availability, cost or quality of reinsurance or
retrocessional coverage;
-
decreased demand for Tower's insurance or reinsurance products;
-
increased competition on the basis of pricing, capacity, coverage
terms or other factors;
-
ineffectiveness or obsolescence of Tower's business strategy due to
changes in current or future market conditions;
-
currently pending or future litigation or governmental proceedings;
-
developments that may delay or limit Tower's ability to enter new
markets as quickly as it anticipates;
-
loss of the services of any of Tower's executive officers or other key
personnel;
-
changes in acceptance of Tower's products and services, including new
products and services;
-
developments in the world's financial and capital markets that could
adversely affect the performance of Tower's investments;
-
the effects of acts of terrorism or war;
-
changes in general economic conditions, including inflation, interest
rates and other factors which could impact Tower's performance and the
performance of Tower's investment portfolio;
-
changes in accounting policies or practices;
-
changes in legal theories of liability under Tower's insurance
policies;
-
changes in rating agency policies or practices;
-
declining demand for reinsurance due to increased retentions by
cedents and other factors;
-
a lack of opportunities to increase writings in Tower's reinsurance
lines of business and in specific areas of the reinsurance market;
-
changes in the percentage of premiums written that Tower cedes to
reinsurers;
-
changes in regulations or laws applicable to Tower, its subsidiaries,
brokers or customers, including regulatory limitations and
restrictions on the declaration and payment of dividends and capital
adequacy standards;
-
the Bermudian regulatory system, and potential changes thereto;
-
risks and uncertainties associated with technology, data security or
outsourced services that could negatively impact Tower's ability to
conduct its business or adversely impact its reputation;
-
the effects of mergers, acquisitions or divestitures;
-
disruptions in Tower's business arising from the integration of
acquired businesses into Tower and the anticipation of potential or
pending acquisitions or mergers; and
-
any changes concerning the conditions, terms, termination, or closing
of the merger with ACP Re.
Additional risk factors that may cause outcomes that differ from our
expectations or projections are described in various documents filed by
Tower with the SEC, such as current reports on Form 8-K, and regular
reports on Forms 10-K and 10-Q, particularly in "Item 1A, Risk Factors."

Contacts:
Tower Group International, Ltd.
William E. Hitselberger,
212-655-2110
Executive Vice President and Chief Financial Officer
bhitselberger@twrgrp.com
Source: Tower Group International, Ltd.
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