Amendment to Amended and Restated Agreement and Plan of Merger among Assurant, Inc., Spartan Merger Sub, Ltd., TWG Holdings Limited, and TWG Re, Ltd.
This amendment involves Assurant, Inc., Spartan Merger Sub, Ltd., TWG Holdings Limited, and TWG Re, Ltd. It modifies the terms of a previously signed merger agreement, setting the closing date to May 31, 2018, and clarifying the purchase price for shares. The amendment also updates specific provisions regarding the calculation and distribution of merger consideration to shareholders and option holders, ensuring all parties agree on the revised terms and conditions for completing the merger.
Exhibit 2.2
Assurant, Inc.
28 Liberty Street, 41st Floor
New York, New York 10005
Attention: Carey Roberts
Email: ***@***
Spartan Merger Sub, Ltd.
c/o Assurant, Inc.
28 Liberty Street, 41st Floor
New York, New York 10005
Attention: Carey Roberts
Email: ***@***
TWG Holdings Limited
c/o The Warranty Group
175 W. Jackson Blvd.
Chicago, Illinois 60604
Attention: Diana M. Chafey
Email: ***@***
TWG Re, Ltd.
c/o The Warranty Group
175 W. Jackson Blvd.
Chicago, Illinois 60604
Attention: Diana M. Chafey
Email: ***@***
Copies to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attention: John M. Schwolsky
Laura L. Delanoy
Email: ***@***
***@***
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
Attention: Sven G. Mickisch
Jon A. Hlafter
Email: ***@***
***@***
May 31, 2018
Reference is made to that certain Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 8, 2018, by and among Assurant, Inc., a Delaware corporation (“Purchaser”), Spartan Merger Sub, Ltd., a Bermuda exempted limited
liability company and a direct wholly-owned subsidiary of Purchaser (“Merger Sub”), TWG Holdings Limited, a Bermuda limited company (“TWG” and, together with Purchaser, Merger Sub and TWG Re, Ltd., the “Parties”), Arbor Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of TWG (solely for purposes of Article III and Article VIII thereof), and TWG Re, Ltd., a corporation incorporated in the Cayman Islands. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement. Pursuant to the terms of the Merger Agreement (including Section 1.06 and Section 8.02 thereof), the Parties hereby agree as follows:
| 1. | Notwithstanding anything to the contrary set forth in the Merger Agreement, subject to the prior satisfaction or waiver (to the extent permitted by applicable Laws) of the conditions set forth in Article VI of the Merger Agreement (other than any such conditions that are to be satisfied at the Closing, but subject to satisfaction or waiver (to the extent permitted by applicable Law) thereof at the Closing), the Closing shall take place on May 31, 2018 at the offices of Willkie Farr & Gallagher LLP in New York, New York at 11:00 a.m. local time. |
| 2. | For the avoidance of doubt, all references to the “Closing Date” in the Merger Agreement shall refer to May 31, 2018. |
| 3. | Notwithstanding anything to the contrary set forth in the Merger Agreement, the parties hereby agree that, for all purposes of the Merger Agreement, the “Purchaser Closing Stock Price” shall be an amount equal to $95.4762. |
| 4. | The Parties hereby agree to amend the Merger Agreement as set forth in this Section 4. |
| a. | Section 1.07(c)(iii) of the Merger Agreement shall be amended and restated in its entirety as follows, with additions displayed textually in blue double underlined "margin-top:12pt; margin-bottom:0pt; margin-left:17%; ">“For the avoidance of doubt, and notwithstanding anything herein to the contrary, the parties agree that (A) the sum of (x) the aggregate cash amount payable to all TWG Ordinary Shareholders pursuant to Section 2.02(c)(i)(A) and (y) the Option Cash Payment Amount in the aggregate shall not exceed the Aggregate Cash Consideration (determined after giving effect to the adjustments set forth in Section 2.02(c)(iii), Section 2.02(e)(i), Section 2.02(e)(ii), Section 2.03 and Section 6.05), and (B) the sum of (x) aggregate number of Purchaser Common Shares to which all TWG Ordinary Shareholders are entitled to receive pursuant to Section 2.02(c)(i)(B) and (y) the aggregate number of Purchaser Common Shares to which all holders of TWG Options are entitled to receive pursuant to Section 2.02(c)(ii) in the aggregate shall not exceed the Aggregate Share Consideration Number (determined after giving effect to the adjustments set forth in Section 2.02(c)(iii), the Stock Reduction Amount and the adjustments set forth in Section 2.03 and Section 6.05(b)).”
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