Bay Street News

Alignvest Acquisition II Corporation and Sagicor Financial Corporation Limited Announce Proposed Business Combination and Proposed Strategic Acquisition

Bay Street

TORONTO, Nov. 27, 2018 (GLOBE NEWSWIRE) — Alignvest Acquisition II Corporation (TSX: AQY.A, AQY.WT) (“AQY” or “Alignvest”), a special purpose acquisition corporation (or SPAC), and Sagicor Financial Corporation Limited (“Sagicor” or the “Company”) are pleased to announce that they have entered into an arrangement agreement dated November 27, 2018 (the “Arrangement Agreement”) to effect a business combination (the resulting entity, “New Sagicor”), which is intended to constitute AQY’s qualifying acquisition.

After raising C$515.5 million in May 2017, Alignvest began a focused effort to identify suitable qualifying acquisition candidates. In particular, AQY targeted insurance companies for three reasons, notably: the competition for insurance investments is muted relative to “traditional” industry sectors given the specialized knowledge required to properly conduct due diligence; AQY believes that insurance company valuations are currently more attractive than those in many other sectors given the strong correlation with returns on equity; and AQY’s team includes several members with extensive knowledge of financial institutions and insurance companies.

We were introduced to Sagicor in August 2017 and have spent 15 months evaluating this investment opportunity. We have been working closely with Rik Parkhill (former CEO of CIBC FirstCaribbean) and Alister Campbell (former CEO of The Guarantee and Zurich Insurance Canada), two financial services industry veterans who will sit on the board of New Sagicor and who have invested in our recent private placement.

Sagicor is the market-leading provider of insurance products and related financial services in the Caribbean region, notably in Jamaica, Trinidad & Tobago, and Barbados, and has a growing presence as a provider of life insurance products in the United States. Sagicor has over 175 years of history in the region, is the second oldest insurer in the Americas, and today has operations that span 22 countries. Sagicor has grown its net income from approximately US$2 million in 1990 to US$62 million for the 12 months ended December 31, 2017, and has grown its assets from US$154 million to US$6.8 billion over that same time period through consistent organic growth and strategic acquisitions. The Company has stable and growing business lines, greater than 50% market share in the majority of its core markets, and generates consistently strong returns on equity.

New Sagicor expects to enter into a 20-year exclusive partnership agreement with Scotiabank to sell insurance products to Scotiabank’s clients in Jamaica and in Trinidad & Tobago. This partnership brings together the leading life insurer in the Caribbean with the leading bank in the Caribbean, and will allow New Sagicor to sell an enhanced suite of products to Scotiabank’s customers, further solidifying Sagicor’s market-leading position in Jamaica and in Trinidad & Tobago. As part of this agreement, and subsequent to closing this transaction, AQY and Sagicor have agreed to acquire Scotiabank’s life insurance operations in those regions (the “Scotiabank Acquisitions”). Please refer to Scotiabank’s press release dated November 27, 2018 for additional information. AQY and Sagicor believe that this acquisition and partnership agreement will contribute annual run-rate net income of approximately US$30 million following its anticipated closing in 2020.

AQY believes that our qualifying acquisition with Sagicor represents an opportunity to invest in a best-in-class business at an extremely attractive valuation, and that this investment is entirely consistent with the approach and the objectives outlined at the time of AQY’s initial public offering. We are partnering with a strong, experienced, well-aligned management team, who want to continue to build their business. Sagicor operates in an industry in which Alignvest has expertise and can be a value-added partner. There is a clear and demonstrated opportunity to execute accretive follow-on acquisitions. And Sagicor presents an opportunity to generate attractive risk-adjusted returns on invested capital. The details of our investment thesis are highlighted below.

Sagicor’s Group Chief Executive Officer, Dodridge Miller, its Group Chief Operating Officer, Ravi Rambarran, and the rest of Sagicor’s current management team will continue to lead the business. Andre Mousseau will be joining Sagicor as Group Chief Financial Officer. Sagicor’s Board of Directors is expected to include the following individuals.
               

Summary of the Transaction

AQY and Sagicor have entered into the Arrangement Agreement pursuant to which, among other things, AQY has agreed to acquire all of the shares of Sagicor by way of a scheme of arrangement under Bermuda law (the “Sagicor Arrangement”) involving the transfer of all of the shares of Sagicor to AQY. In exchange, Sagicor shareholders who were also Sagicor shareholders as of December 6, 2018 (the “Election Record Date”), will have the option to receive either US$1.75 per Sagicor share (the “Cash Consideration”) or AQY 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 (the “Share Consideration”), or a combination of the Cash Consideration and the Share Consideration. Any Cash Consideration is only available in respect of up to 10,000 Sagicor shares held by each Sagicor shareholder as at the Election Record Date which continue to be held as at the time of closing of the transactions contemplated in the Arrangement Agreement (the “Closing”). All other consideration paid to Sagicor shareholders will be Share Consideration.

As part of the transaction, AQY will complete a plan of arrangement (the “Alignvest Arrangement”) pursuant to which all AQY Class B shares and all non-redeemed Class A restricted voting shares of AQY (the “Class A Shares”) will be converted into one AQY common share, the outstanding options and other similar rights granted by Sagicor will be exchanged for or become options or other rights to purchase AQY common shares, and AQY will be authorized to apply to continue from the laws of Ontario to the laws of Bermuda (the “Alignvest Continuance”).

The transaction is subject to Sagicor shareholder approval, AQY shareholder approval, and the satisfaction of certain conditions, including a number of regulatory approvals, and the approval of the Toronto Stock Exchange.

To complete the transaction, AQY intends to use its cash held in escrow, the proceeds received by AQY from certain investors pursuant to forward purchase agreements (the “Forward Purchase Agreements”) previously entered into by AQY (pursuant to which AQY has commitments to receive an aggregate amount equal to C$113 million), and the proceeds received by AQY from committed subscriptions to be completed substantially concurrently with the Closing, for a private placement of AQY Class B shares (which will be converted into AQY common shares) of an aggregate amount of C$50 million at C$10.00 per Class B share.

All of the founders’ shares of Alignvest will remain subject to the existing restrictions and in addition approximately 50% of the founders’ shares of Alignvest will be placed into escrow and will be subject to cancelation for a period of up to five (5) years following the last day of the calendar quarter immediately following Closing unless certain conditions are satisfied.

Alignvest and Sagicor intend to pay a dividend, initially of US$0.225 per share per year, following the Closing, representing an initial yield of approximately 3%.

A copy of the Arrangement Agreement, as well as an investor presentation, will be filed on SEDAR shortly.

The Boards of Directors of each of AQY and Sagicor have approved the transaction and determined that it is fair to their respective shareholders and in the companies’ respective best interests. Closing is currently expected to occur in late Q1 or Q2 2019. Upon closing of the transaction, the name of AQY is expected to be changed to Sagicor Financial Company Ltd. and AQY intends to become a Bermuda company.

Conference Call Information

AQY will be hosting an investor conference call to discuss our investor presentation, a copy of which will be filed on SEDAR and available at www.alignvest.com.

Please call in at least 10 minutes prior to the call to register.

           
      Date:    Wednesday, November 28, 2018 at 2:00 pm EST  
      Dial: North America: (800) 909-4164 or (212) 231-2932  
           


AQY’s Qualifying Acquisition

The Sagicor Arrangement constitutes AQY’s qualifying acquisition and must be approved by Sagicor’s shareholders at a special meeting of shareholders of Sagicor (the “Sagicor Meeting”). 

The transaction is also conditional on AQY shareholder approval. The founders of AQY and the parties to the Forward Purchase Agreements previously agreed to vote their Class B shares of AQY and any Class A Shares they have acquired in favour of the Alignvest Arrangement.

In addition to approval by two-thirds of the votes cast by AQY shareholders at a special meeting (the “Alignvest Meeting”) (with both classes voting together), as well as any other AQY shareholder approval that may be required by the TSX or any securities regulatory authorities, completion of the transaction will be subject to the approval of the Ontario Superior Court of Justice (the “Court”) and the Bermuda courts and the receipt of applicable regulatory approvals, including from banking and insurance regulators and the Ontario Securities Commission. AQY shareholders will have the right to dissent in accordance with the Business Corporations Act (Ontario).

Pursuant to the Arrangement Agreement, the parties have agreed, among other things, to take certain steps to implement the transaction, to file and to seek to obtain a receipt for a final prospectus, and to seek to obtain all other approvals required in connection with the transactions contemplated in the Arrangement Agreement. Each of Sagicor and AQY have also agreed to operate their respective businesses in the ordinary course pending completion of the transaction.

Existing AQY warrants will, subsequent to the completion of the Arrangement, remain in place and become exercisable for common shares of the resulting company.

Timing and Additional Information

Pursuant to applicable rules, AQY has agreed to file with the Canadian securities regulatory authorities in each of the provinces and territories of Canada (other than Québec) a non-offering prospectus containing disclosure regarding the transaction and the resulting issuer assuming completion of the transactions contemplated in the Arrangement Agreement. The preliminary prospectus is expected to be filed with the applicable Canadian securities regulatory authorities in November or early December 2018. AQY also intends to file an information circular in connection with the Alignvest Meeting that is required to contain prospectus level disclosure of the transaction and the resulting issuer, assuming completion of the transactions contemplated in the Arrangement Agreement.

Subject to the required approvals, AQY intends to mail the information circular to its shareholders in late December 2018 or early January 2019 and it is anticipated that the Alignvest Meeting will take place in late January or early February 2019. Closing is expected to occur shortly after the Alignvest Meeting and the Sagicor Meeting, subject to satisfaction of the conditions in the Arrangement Agreement, including approval of the Court and the Bermuda courts and the receipt of regulatory approvals.

Holders of Class A Shares will, conditional on Closing, have a right to redeem all or a portion of their Class A Shares, provided that they deposit their shares for redemption prior to the date that is five business days before the Alignvest Meeting with the redemption being effective, subject to applicable law, immediately prior to Closing. Holders of Class A Shares may elect to redeem their Class A Shares whether they vote for, or against, or do not vote on, the transaction. A minimum cash condition in Sagicor’s favour of US$220 million (after US$20 million in expenses) applies, inclusive of the proposed investments in AQY, all as set forth in the Arrangement Agreement.

The Arrangement Agreement and an investor presentation will be available shortly under AQY’s profile on SEDAR. AQY’s prospectus and information circular are expected to be filed in due course.

The IPO of AQY was distributed by a syndicate of underwriters led by Scotia Capital Inc. and Citigroup Global Markets Canada Inc., and included BMO Nesbitt Burns Inc., TD Securities Inc., and UBS Securities Canada Inc.

RBC Capital Markets acted as exclusive financial advisor to AQY.

Stikeman Elliott LLP, Dorsey & Whitney LLP, and Appleby have advised AQY on legal matters.

J.P. Morgan Securities LLC has acted as the exclusive financial advisor to Sagicor in connection with this transaction.

Sagicor has been advised on legal matters by Paul Hastings LLP, Blake, Cassels & Graydon LLP, Conyers, Dill & Pearman LLP, and Lex Caribbean.

About Alignvest Acquisition II Corporation

Alignvest Acquisition II Corporation is a special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purposes of effecting a qualifying acquisition. AQY’s registered office is located at 100 King Street West, 70th Floor, Suite 7050, Toronto, Ontario M5X 1C7.

About Sagicor Financial Corporation Limited 

Sagicor is a leading financial services provider in the Caribbean, with over 175-years of history in the region, and has a growing presence as a provider of life insurance products in the United States. Sagicor offers a wide range of products and services, including life, health, and general insurance, banking, pensions, annuities, and real estate. Sagicor’s registered office is located at Cecil F De Caires Building, Wildey, St. Michael, Barbados.

Cautionary Statements

Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “will”, “may” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, the transaction, the receipt of necessary approvals for the transaction, the anticipating timing for filing of the AQY prospectus, mailing of the circular, holding the meeting, and completion of the transactions contemplated in the Arrangement Agreement, certain anticipated strategic, operational and competitive advantages and benefits created by the transaction, and future opportunities for Sagicor.

These forward-looking statements reflect material factors and expectations and assumptions of AQY and Sagicor including, without limitation, expectations and assumptions relating to AQY and Sagicor being able to receive all required regulatory and shareholder approvals and current estimates and assumptions regarding the transaction and its benefits, which are based on AQY’s and Sagicor’s perception of historical trends, current conditions and expectations, as well as other factors believed to be appropriate in the circumstances. AQY’s and Sagicor’s estimates, beliefs and assumptions are inherently subject to uncertainties and contingencies regarding future events and as such, are subject to change.

Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: the conditions to the consummation of the transaction may not be satisfied or waived; risks relating to the failure to obtain necessary shareholder, court, and regulatory approvals for the transaction; the filing and/or mailing of documentation relating to the transaction may not be completed on a timely basis; high levels of redemptions by AQY shareholders; the anticipated strategic, operational and competitive benefits may not be realized; the transaction may be modified, restructured or terminated; events or series of events may cause business interruptions; and the availability of equity and debt financing and/or refinancing on acceptable terms.

There are numerous risk factors related to the proposed transaction that investors should take into account (they are expected to be more fully outlined in the prospectus), including without limitation: fluctuations in the fixed income markets may adversely affect the combined entity’s profitability and financial condition; the success of the combined entity’s operations in the United States depends on the combined entity’s ability to grow its business; the combined entity’s financial targets may prove materially inaccurate or incorrect; the combined entity’s exposure to the credit risk of its counterparties could adversely affect its profitability; differences between actual claims experience and estimated claims at the time the product was priced may result in increased losses, and so the combined entity’s reserves may be insufficient to cover actual policy benefits; the combined entity could be forced to sell investments at a loss to cover policyholder withdrawals; the combined entity’s risk management policies and procedures could leave the combined entity exposed to unidentified or unanticipated risk, which could negatively affect the combined entity’s business or result in losses; illiquidity of certain investment assets may prevent the combined entity from selling investments at fair prices in a timely manner; the combined entity’s fiduciary relationship with certain counterparties could adversely affect its profitability; a prolonged labour dispute could hurt the combined entity’s business; a failure to successfully integrate the combined entity’s acquisition could adversely affect the combined entity’s operations and profitability; the combined entity may be required to make an offer to purchase certain outstanding debt obligations, but may not be financially able to repurchase such debt obligations upon a change of control; the combined entity’s business is highly regulated and subject to numerous laws and regulations; litigation and regulatory proceedings outcomes could adversely affect the combined entity’s business; companies in the financial services industry are sometimes the target of law enforcement investigations and the focus of increased regulatory scrutiny; failures to implement or comply with legally required anti-money laundering practices could subject the combined entity to sanctions and/or criminal and civil penalties; a failure to maintain adequate levels of surplus capital may result in increased regulatory scrutiny or a downgrade by the private rating agencies; the combined entity faces significant competition mainly from national and regional insurance companies and from self-insurance; a financial strength downgrade in the combined entity’s A.M. Best ratings or any other negative action by a rating agency may increase policy surrenders and withdrawals, adversely affect relationships with advisors and negatively affect the combined entity’s financial condition and results of operations; the combined entity may be unable to reinsure risks on terms that are commercially reasonable or satisfactory to the combined entity; the combined entity’s business model depends on the performance of various third parties including actuarial consultants and other service providers; the combined entity is highly dependent upon economic, political and other conditions and developments in Jamaica, Trinidad and Tobago, Barbados, the United States and the other jurisdictions in which it operates; the combined entity’s financial condition and operating results may be adversely affected by foreign exchange fluctuations; foreign exchange controls may restrict the combined entity’s ability to receive distributions from its subsidiaries and any such distributions may be subject to foreign withholding taxes; the performance of the combined entity’s group life insurance may be adversely affected by the characteristics of the employees insured or through unexpected catastrophic events such as natural disasters; the combined entity may be subject to Bermuda tax; Bermuda’s compliance with the Organization for Economic Cooperation and Development international tax standards could subject the combined entity to additional taxes; tax on corporate emigration under the Income Tax Act (Canada) could adversely affect the combined entity; if the combined entity were subject to Canadian federal income taxation, the combined entity’s after-tax returns and the value of the combined entity common shares could be materially reduced; Bermuda law differs from the laws in effect in Canada and may afford less protection to shareholders; and the market price of the combined entity common shares may be highly volatile.

Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to AQY and Sagicor or that they presently believe are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional information on these and other factors that could affect events and results are included in other documents and reports that will be filed by AQY with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect AQY and Sagicor’s expectations only as of the date of this document. AQY and Sagicor disclaim any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

FOR FURTHER INFORMATION PLEASE CONTACT:

Alignvest Acquisition II Corporation
Andre Mousseau
Chief Operating Officer, Alignvest Acquisition II Corporation
(416) 775-1916 or amousseau@alignvest.com

Sagicor Financial Corporation Limited
Samantha Cheung
EVP Investor Relations, Sagicor Financial Corporation Limited
(416) 898-4324 or samantha_cheung@sagicor.com