Acquisition of Meadowbrook Insurance Group, Inc. (MIG) by Fosun International Limited (Hong Kong) May Not Be in Shareholders’ Best Interests
Robbins LLP is investigating the proposed acquisition of Meadowbrook Insurance Group, Inc. (NYSE: MIG) by Fosun International Limited (HKEx: 00656). On December 30, 2014, the two companies announced the signing of a definitive merger agreement pursuant to which Meadowbrook shareholders will receive $8.65 for each share of Meadowbrook common stock.
Is the Proposed Acquisition Best for Meadowbrook and Its Shareholders?
Robbins LLP’s investigation focuses on whether the board of directors at Meadowbrook is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.
As an initial matter, the $8.65 merger consideration represents a premium of only 21% based on Meadowbrook’s closing price on December 30, 2014. This premium is significantly below the average one-day premium of nearly 30% for comparable transactions within the past five years.
Further, on November 5, 2014, Meadowbrook released its earnings results for the nine months ended September 30, 2014, reporting strong results. Specifically, Meadowbrook reported net income of $21.1 million, or $0.42 per diluted share, for the nine months ended September 30, 2014, compared to a net loss of $100.5 million, or $2.01 per diluted share, for the same period in 2013. In addition, Meadowbrook reported net operating income of $15.1 million, or $0.30 per diluted share, for the nine months ended September 30, 2014, compared to net operating loss of $103.1 million, or $2.07 per diluted share, for the nine months ended September 30, 2013. Meadowbrook’s reported sales beat Bloomberg consensus analyst estimates during each of the last four quarters, further underscoring the company’s recent strong performance.
Commenting on the results, Robert S. Cubbin, President and Chief Executive Officer of Meadowbrook, stated: “We are pleased with our progress and continued stabilization in our overall loss reserves. We have continued to exercise discipline in writing only business that we believe meets our profitability targets… Our results reflect the positive impact of our actions to improve our underwriting performance and drive overall profitability as reflected by the improvement in our loss ratio. We remain focused on improving our risk profile, stabilizing our loss reserves and strengthening our capital position, while at the same time identifying opportunities to reduce our expense ratio going forward.”
In light of these facts, Robbins LLP is examining Meadowbrook’s board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
Meadowbrook shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.
Meadowbrook shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.