UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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SCOTTISH RE GROUP LIMITED
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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0-11
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ISS and Glass Lewis Recommend that Scottish Re Shareholders Vote "FOR"
the Proposed Transaction with MassMutual Capital and Cerberus
HAMILTON, BERMUDA, Feb. 12, 2007 - Scottish Re Group Limited (NYSE: SCT), a
global life reinsurance specialist, today announced that Institutional
Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis"), both
independent proxy advisory firms, have recommended that Scottish Re shareholders
vote "FOR" each of the proposals described in Scottish Re's proxy statement
dated January 19, 2007 relating to its proposed transaction with MassMutual
Capital Partners LLC ("MassMutual Capital") and certain affiliates of Cerberus
Capital Management, L.P. ("Cerberus").
Scottish Re's board of directors previously unanimously approved the proposed
transaction with MassMutual Capital and Cerberus and recommends that
shareholders vote "FOR" each of the proposals relating to the proposed
transaction.
In making its recommendation to Scottish Re's shareholders, ISS said, "there is
no guarantee that the company will find an equal or superior offer from another
party. Scottish Re appears to have completed a thorough bid process, as well as
conducted financial due diligence on the feasibility of conducting a rights
issuance or run-off scenario."
The Glass Lewis report stated, "Based on our analysis and the unanimous support
of the board, we believe that the approval of the Securities Purchase Agreement
is in the interests of shareholders. Accordingly, we believe that shareholders
should vote FOR the proposal."
"We are pleased that ISS and Glass Lewis have advised our shareholders to vote
in favor of the proposed transaction with MassMutual Capital and Cerberus, which
will stabilize Scottish Re, provide long-term liquidity benefits and offers the
best opportunity to deliver long-term value to our shareholders," said Paul
Goldean, chief executive officer of Scottish Re.
On November 27, 2006, Scottish Re announced it had entered into an agreement
whereby MassMutual Capital and Cerberus would each invest $300 million into
Scottish Re, resulting in a total new equity investment of $600 million. Under
the terms of the agreement, MassMutual Capital and Cerberus will purchase a
total of 1,000,000 newly issued convertible preferred shares of Scottish Re,
which may be converted into 150,000,000 ordinary shares of Scottish Re at any
time, subject to certain adjustments, representing a 68.7% ordinary share
ownership on a fully diluted basis at the time of investment.
The transaction has cleared U.S. antitrust review, but remains subject to
additional regulatory approvals, including approvals by certain insurance
regulators, as well as various state and foreign regulatory authorities and
self-regulatory organizations, and approval by the holders of 66 2/3% of
Scottish Re's outstanding ordinary shares entitled to vote at the extraordinary
general meeting of shareholders that will be held in Bermuda on February 23,
2007.
All shareholders of record are urged to return their proxy card or to vote by
following the instructions for phone or Internet voting that appear on the proxy
card. If you do not vote, the effect will be the same as if you voted against
the transaction. For questions regarding the extraordinary general meeting of
shareholders or the proxy vote, please contact Georgeson Inc. at (866) 785-7401.
Statements attributed to ISS and Glass Lewis are excerpted from Institutional
Shareholder Services "International Proxy Advisory Services" published February
9, 2007 and Glass Lewis & Co. "Proxy Paper" published February 9, 2007.
Permission to reprint the quoted statements was neither sought nor obtained.
About Scottish Re
Scottish Re Group Limited is a global life reinsurance specialist. Scottish Re
has operating businesses in Bermuda, Grand Cayman, Guernsey, Ireland, Singapore,
the United Kingdom and the United States. Its flagship operating subsidiaries
include Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish Re
(U.S.), Inc., and Scottish Re Limited. Additional information about Scottish Re
Group Limited can be obtained from its Web site, www.scottishre.com.
Media / Investor Inquiries
Sarah Lubman / Catherine Jones
Brunswick Group
212-333-3810
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