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Scottish Re Group Limited Announces Shareholder Approval of the Merger Agreement and Related Proposals at its June 8, 2011 Shar

^{Published on 2011-06-10 05:11:02 - Market Wire}
 

HAMILTON, Bermuda--([ BUSINESS WIRE ])--Scottish Re Group Limited (aScottish Rea or the aCompanya) (Pink Sheets: SKRRF) announced today that the merger agreement entered into on April 15, 2011, (the aMerger Agreementa) with a newly formed subsidiary ("Merger Sub") of its controlling shareholders, SRGL Acquisition, LDC (an affiliate of Cerberus Capital Management, L.P. (aCerberusa)) and certain affiliates of Massachusetts Mutual Life Insurance Company (aMassMutual Capitala and, together with Cerberus, the aInvestorsa), and all other related proposals, were approved by its shareholders at the Extraordinary General Meeting of the Companya™s Shareholders held on June 8, 2011, in Hamilton, Bermuda.

As previously announced, it is a condition to the closing of the merger transaction (as described in the Merger Agreement) that the Merger Agreement be approved by the affirmative vote of (i) the holders of at least 66 2/3% of the Companya™s Ordinary Shares and the Companya™s Cumulative Convertible Participating Preferred Shares (the aConvertible Preferred Sharesa) outstanding (voting on an as-converted basis), voting together as a single class, and (ii) a majority of the Companya™s Ordinary Shares (excluding generally any Ordinary Shares owned by the Investors, the Company or any of their respective affiliates (the aOwned Sharesa)), attending and voting at the Extraordinary General Meeting (whether in person or by proxy) (the aRequisite Shareholder Approvala). Notice of the Extraordinary General Meeting at which the Requisite Shareholder Approval was being sought was delivered to shareholders of record as of May 4, 2011, along with an Information Statement dated May 11, 2011 (a copy of which can be viewed on the Companya™s website at [ www.scottishre.com ]). In receiving the Requisite Shareholder Approval, 64% of the Companya™s Ordinary Shares (excluding any Owned Shares) voted FOR the proposal approving the Merger Agreement. As a result, all shareholders (excluding Ordinary Shares held by holders who properly exercise dissentersa™ rights and Owned Shares) will receive $0.30 per share as merger consideration upon completion of the merger, which remains subject to the satisfaction or waiver of all closing conditions.

Update on Closing Matters

As discussed in the Information Statement, it is a condition to the obligation of the Investors and Merger Sub to effect the merger transaction that, in connection with the merger transaction, Ordinary Shareholders holding no more than 10% of the issued and outstanding Ordinary Shares (excluding any Owned Shares) have exercised dissentersa™ rights under the laws of the Cayman Islands. In connection with the procedures set forth in the Information Statement, the Company received prior to the Extraordinary General Meeting notice of the intent to exercise dissentersa™ rights from Ordinary Shareholders in excess of 10% of the outstanding Ordinary Shares (excluding Owned Shares). The Company has 20 days following the vote approving the merger to provide certain notice to these shareholders in accordance with the laws of the Cayman Islands, after which time, to pursue their dissenter's rights further notices need to be provided by these shareholders to the Company. It is not certain that all of the shareholders who submitted pre-meeting notices will pursue their dissenter's rights. At this time, neither the Investors nor Merger Sub have indicated whether they intend to waive compliance with this condition. In the event compliance with this condition is not waived by the Investors and Merger Sub, the merger transaction will not close.

In addition, the merger transaction remains subject to the receipt of certain U.S. and international governmental approvals or consents.

About Scottish Re

Scottish Re Group Limited is a global life reinsurance specialist, with operating businesses in Bermuda, Ireland, and the United States. Its operating subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish Re (Dublin) Limited, and Scottish Re (U.S.), Inc. Additional information about Scottish Re Group Limited can be obtained from its web site, [ www.scottishre.com ].