INTRODUCTION
This Issuer Tender Offer Statement on Schedule TO (“Schedule TO”) relates to the tender offer by White Mountains Insurance Group, Ltd., a company organized under the laws of Bermuda (the “Company”), to purchase up to $500 million in value of its issued and outstanding Common Shares, par value $1.00 per share (the “Common Shares” or the “Shares”), at a purchase price not greater than $1,400 nor less than $1,250 per Share, in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 22, 2022 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer”), a copy of which is attached hereto as Exhibit (a)(1)(B), which are herein incorporated by reference. This Schedule TO is being filed in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All information in the Offer is hereby expressly incorporated by reference in answer to all items in this Schedule TO, and as more particularly set forth below.
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase under “Summary Term Sheet” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is White Mountains Insurance Group, Ltd., a company organized under the laws of Bermuda. The Company’s principal executive offices are located at 23 South Main Street, Suite 3B, Hanover, New Hampshire 03755-2053, telephone: (603) 640-2200.
(b) The class of securities to which this statement relates is the Common Shares, par value $1.00 per share, of which 2,904,027 Shares were issued and outstanding as of August 19, 2022.
(c) The information set forth in the Offer to Purchase under Section 7 (“Price Range of Shares; Dividends”) is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) This Tender Offer Statement on Schedule TO is filed by the Company, which is also the issuer. The Company’s address and telephone number are set forth under Item 2. The information set forth in the Offer to Purchase under Schedule I and Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The following information set forth in the Offer to Purchase is incorporated herein by reference:
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“Summary Term Sheet”;
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“Introduction”;
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Section 1 (“Number of Shares; Proration”);
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Section 2 (“Procedures for Tendering Shares”);
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Section 3 (“Withdrawal Rights”);
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Section 4 (“Acceptance for Payment and Payment for Shares”);
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Section 5 (“Purpose of the Offer; Certain Effects of the Offer”);
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Section 6 (“Certain U.S. Federal Income Tax Consequences”);
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Section 8 (“Conditions to the Offer”);
