Announcement • Dec 18
Funds managed by Altaris Capital Partners, LLC entered into a definitive merger agreement to acquire Trean Insurance Group, Inc. (NasdaqGS:TIG) for approximately $170 million.
Funds managed by Altaris Capital Partners, LLC entered into a definitive merger agreement to acquire Trean Insurance Group, Inc. (NasdaqGS:TIG) for approximately $170 million on December 15, 2022. Under the terms of agreement, Altaris will acquire all of the common stock that it does not currently own for $6.15 in cash per share, which currently owns approximately 47% of Trean’s outstanding common stock. Following completion of the transaction, Trean will become a privately held company and its common stock will no longer be traded on Nasdaq. Until that time, it is business as usual. Following the closing of the transaction, it is expected that Julie Baron will remain President and Chief Executive Officer of Trean and that Andrew O’Brien, the founder of Trean and Executive Chairman of the Board, will continue to serve on the Board. The Company is expected to maintain its headquarters in Wayzata, Minnesota.
Completion of the transaction is subject to certain customary closing conditions, including obtaining approval of a majority of the outstanding shares of Trean common stock held by stockholders that are not affiliated with Altaris and receiving certain regulatory approvals. Upon receiving a proposal from Altaris to acquire the Company, which was conditioned on approval by a special committee of independent and disinterested directors and by a majority of the voting power of unaffiliated stockholders, the Board of Directors formed such a Special Committee comprised solely of independent and disinterested directors to evaluate the proposal and alternatives thereto and make a recommendation to the Board of Directors. Following the unanimous recommendation of the Special Committee, the Board of Directors of the Company, unanimously approved the merger agreement and is recommending to Trean’s stockholders that they adopt and approve the merger agreement.
The transaction, which implies a total equity value for the Company of approximately $316 million, is expected to close during the first half of 2023. This agreement with Altaris delivers immediate and substantial value to all stockholders of Trean while positioning the Company to continue its focus on strong partnerships, underwriting discipline and exceptional claims management to drive growth over the long term. The Special Committee was advised by its own independent financial and legal advisors. Houlihan Lokey is acting as independent financial advisor to the Special Committee at Trean, and Morris, Nichols, Arsht & Tunnell LLP is acting as independent legal advisor to the Special Committee at Trean. Bass Berry & Sims PLC is serving as legal advisor to Trean. David B. Feirstein, P.C., Romain Dambre, Jason Kanner, P.C., Whitney Bosworth, Sean Malone, Sara B. Zablotney, P.C., David M. Grenker, Scott D. Price, P.C. and David G. Branham of Kirkland & Ellis LLP is serving as legal advisor to Altaris.
