お知らせ • Apr 05
Maiden Holdings Receives Non-Compliance Letter from the Listing Qualifications Department Staff of the Nasdaq Stock Market
On April 2, 2025, Maiden Holdings, Ltd. received a letter from the listing qualifications department staff of The Nasdaq Stock Market LLC, notifying Maiden that for the last 30 consecutive business days the bid price of Maiden’s common shares, par value $0.01 per share (‘Maiden shares’ and each, a ‘Maiden share’), had closed below $1.00 per share, the minimum closing bid price required by the continued listing requirements of Nasdaq set in Listing Rule 5550(a)(2) (the ‘Rule’). Nasdaq’s notice has no immediate effect on the listing of Maiden’s common shares on The Nasdaq Capital Market, which shares continue to trade under the symbol “MHLD”. In accordance with Listing Rule 5810(c)(3)(A), Maiden has 180 calendar days, or until September 29, 2025, to regain compliance with the Rule (the ‘Compliance Period’). To regain compliance, the closing bid price of Maiden’s shares must be at least $1.00 per share for a minimum of ten consecutive business days during the Compliance Period, after which ten consecutive business days Nasdaq would provide Maiden with written notice confirming compliance and the matter would be closed. If Maiden does not regain compliance by September 29, 2025, Maiden may be eligible for an additional 180 calendar day compliance period pursuant to Listing Rule 5810(c)(3)(A)(ii). As previously announced, on December 29, 2024, Maiden entered into a Combination Agreement (as amended, the ‘Combination Agreement’) with Kestrel Group, LLC, a Delaware limited liability company (‘Kestrel’), the equityholders of Kestrel (the ‘Kestrel Equityholders’), Ranger U.S. Newco LLC, a Delaware limited liability company (‘US NewCo’), Ranger Bermuda Merger Sub Ltd, a Bermuda exempted company limited by shares and a direct wholly owned subsidiary of US NewCo (‘Merger Sub 1’), Ranger Bermuda Topco Ltd, a Bermuda exempted company limited by shares (‘Bermuda NewCo’), and Ranger Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Bermuda NewCo (‘Merger Sub 2’ and, together with Maiden, Kestrel, the Kestrel Equityholders, US NewCo, Merger Sub 1 and Bermuda NewCo, the ‘Parties’). On each of February 17, 2025 and March 24, 2025, the Parties entered into letter agreements amending the Combination Agreement. The Combination Agreement provides that, upon the terms and subject to the conditions set therein, Maiden and Kestrel will effect a transaction to combine their respective businesses through: (a) the contribution of all of the Class A units and Class B units of Kestrel owned by each Kestrel Equityholder to US NewCo, (b) the merger of Merger Sub 1 with and into Maiden (the ‘First Merger’), with Maiden surviving the First Merger as a direct wholly owned subsidiary of US NewCo and (c) the merger of Merger Sub 2 with and into US NewCo (the ‘Second Merger’ and, together with the First Merger, the ‘Mergers’) with US NewCo surviving the Second Merger as a wholly owned subsidiary of Bermuda NewCo. Upon the consummation of the Mergers, Maiden and Kestrel will be wholly owned subsidiaries of Bermuda NewCo, which will be rebranded as Kestrel Group and renamed “Kestrel Group Ltd” following the closing of the transactions contemplated by the Combination Agreement (the ‘Transactions’). Pursuant to the Combination Agreement, at the closing of the Transactions, (i) each issued and outstanding Maiden share, other than any Maiden share underlying outstanding options to purchase Maiden shares or that are unvested or subject to a risk of forfeiture, will be automatically canceled and converted into the right to receive one-twentieth (0.05) of a Bermuda NewCo common share, (ii) the Kestrel Equityholders will receive an aggregate of $40,000,000 in cash and 2,750,000 common shares of Bermuda NewCo and (iii) the Kestrel Equityholders will be entitled to receive in contingent consideration up to the lesser of (x) an aggregate number of Bermuda NewCo shares equal to $45,000,000 divided by certain volume weighted average prices of such shares, subject to the achievement of certain EBITDA milestones by the businesses that Kestrel conducted immediately prior to the closing and any extensions of such businesses or related or ancillary businesses existing thereafter, subject to other terms and conditions as set forth in the Combination Agreement and (y) 2,750,000 shares of Bermuda NewCo. The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the Combination Agreement, a copy of which is included in the proxy statement/prospectus. Upon consummation of the Transactions, (i) Maiden’s shares are expected to be delisted from the Nasdaq Capital Market, (ii) Bermuda NewCo’s common shares are expected to be listed for trading on the Nasdaq Capital Market and (iii) the exchange ratio of one-twentieth (0.05) of a Bermuda NewCo common share for each Maiden share is expected to result in a corresponding increase in the trading price of the Bermuda NewCo common shares immediately following the consummation of the Transactions, as compared to the price of the Maiden shares immediately prior to the consummation of the Transactions. There can be no assurance as to (a) the price of the Maiden common shares at any time prior to the consummation of the Transactions or (b) the price of the Bermuda NewCo common shares at any time following the consummation of the Transactions.