SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
E.W. BLANCH HOLDINGS, INC.
----------------------------------
(Name of Subject Company (Issuer))
E.W. BLANCH ACQUISITION CORPORATION
BENFIELD GREIG GROUP PLC
------------------------------------
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING ASSOCIATED RIGHTS TO PURCHASE SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK)
--------------------------------------------------------
(Title of Class of Securities)
093210102
-------------------------------------
(Cusip Number of Class of Securities)
TIM BURTON, ESQ.
COMPANY SECRETARY
BENFIELD GREIG GROUP PLC
55 BISHOPSGATE
LONDON EC2N 3BD
UNITED KINGDOM
TELEPHONE: (44-20) 7578 7000
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
COPY TO:
NICHOLAS F. POTTER, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NY 10022
TELEPHONE: (212) 909-6000
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
NA per General Instruction D NA per General Instruction D
[ ] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
240.0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: .............................................. N/A
Form or Registration No.: ............................................ N/A
Filing Party: ........................................................ N/A
Date Filed: .......................................................... N/A
[X] CHECK THE BOX IF THE FILING RELATES TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
[ ] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
[ ] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
[ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
PRESS RELEASE
-------------
LONDON and DALLAS, April 16 /PRNewswire/ -- Benfield Greig Group plc, the
leading U.K. based independent reinsurance intermediary, and E.W. Blanch
Holdings, Inc. (NYSE: EWB - news), a leading U.S. provider of integrated risk
management and distribution services, announced today that they have entered
into a merger agreement under which Benfield Greig will acquire all of the
outstanding shares of E.W. Blanch for USD 13.50 per share in cash, or
approximately USD 179 million (GBP 123 million). The boards of directors of both
companies unanimously approved the transaction.
The combined company will be the third largest reinsurance broker in the world
with pro forma revenues of USD 410 million (GBP 284 million) in 2000. The new
group will be the largest privately owned reinsurance intermediary in the world
and will have a global presence with more than 30 offices worldwide and over
1,700 employees. Following the merger, the combined group's U.S. operations will
be renamed Benfield Blanch.
John Coldman, Chairman of Benfield Greig, said: "We are delighted to announce
the merger of Benfield and Blanch which represents another major step forward
for our group. Benfield and Blanch are truly compatible businesses and are both
highly innovative, client focused and driven organizations. The new group will
be a powerful competitor in all of the key global reinsurance centers and the
merger represents an exciting development for our industry."
Grahame Chilton, Group Chief Executive of Benfield Greig, also commented: "We
welcome Blanch's people to our team and look forward to working with them to
ensure a successful merger of these two leading franchises. This is an exciting
time for the reinsurance industry, especially in the rapidly changing U.S.
market. The addition of Blanch's leading U.S. market position to Benfield
Greig's existing premier international platform will create the only true
independent global reinsurance force."
Chris Walker, Chairman and Chief Executive Officer of E.W. Blanch, said, "We
believe that Benfield Greig is an excellent partner for us. Our board conducted
an extensive process examining our options and determined that this transaction
best meets our goal of delivering value to our shareholders. Our clients will be
well served by the complementary nature of our products and geographic scope. We
look forward to working with the Benfield Greig team to ensure a rapid and
seamless integration of our companies."
Under the terms of the merger agreement, a wholly owned subsidiary of Benfield
Greig will commence a tender offer for all outstanding shares of E.W. Blanch at
the purchase price of USD 13.50 per share in cash within 10 business days. The
tender offer is scheduled to expire 20 business days after commencement unless
extended, and is subject to financing and other customary terms and conditions
including receipt of all antitrust
and other regulatory approvals. Following the completion of the tender offer,
Benfield Greig will acquire any remaining publicly held shares of E.W. Blanch at
the offer price of USD 13.50 through a merger transaction.
The approval of certain resolutions by Benfield Greig shareholders representing
not less than 75% of Benfield Greig's issued share capital is required for the
proposed transaction to proceed. Shareholders representing over 50% of the
issued share capital of Benfield Greig have already indicated their intention to
enter into irrevocable agreements to vote in favor of these resolutions.
Lexicon Partners and Bear, Stearns & Co. Inc. acted as financial advisors to
Benfield Greig. Lazard acted as financial advisor to E.W. Blanch. Debevoise &
Plimpton, Salans Hertzfeld Heilbronn Christy & Viener and Ashurst Morris Crisp
acted as legal advisors to Benfield Greig. Fried, Frank, Harris, Shriver &
Jacobson acted as legal advisor to E.W. Blanch.
About Benfield Greig
Benfield Greig was formed in 1997 following the merger of Benfield Group plc and
Greig Fester Group Limited and is one of the world's leading international
reinsurance intermediary and risk advisory groups.
Benfield Greig is an independent group, being privately owned and majority
controlled by its management and employees. Also included amongst its
shareholders are a number of the world's leading insurers and reinsurers.
For the year ended December 31, 2000, Benfield Greig achieved preliminary
unaudited total revenue of USD 202.2 million (GBP 139.8 million) and pre-tax
profit (excluding exceptional items) of USD 54.5 million (GBP 37.7 million).
About E.W. Blanch
E.W. Blanch is a leading provider of integrated risk management and distribution
services, including reinsurance intermediary services, risk management
consulting and administration services and primary distribution services. E.W.
Blanch is headquartered in Dallas, Texas with branch offices throughout the U.S.
and strategic locations in Europe and Latin America.
For the year ended December 31, 2000, E.W. Blanch generated revenue of USD 208.2
million (GBP 144.0 million) and reported a pre-tax loss excluding the fourth
quarter restructuring charge of USD 3.8 million (GBP 2.6 million).
2
Lexicon Partners Limited and Bear, Stearns & Co. Inc. which are regulated in the
United Kingdom by The Securities and Futures Authority Limited, are acting for
Benfield Greig Group plc in connection with the merger and for no one else and
will not be responsible to anyone other than Benfield Greig Group plc for
providing the protections afforded to customers of Lexicon Partners Limited and
Bear, Stearns & Co. Inc. or for providing advice in relation to the merger.
This announcement has been approved by Lexicon Partners Limited and Bear,
Stearns & Co. Inc. for the purposes of Section 57 of the Financial Services Act
1986.
This announcement does not constitute an offer or invitation to purchase any
securities. Any such offer will only be made in documents to be published in due
course and any such purchase should be made solely on the basis of information
contained in those documents.
Except for the historical information contained herein, the matters discussed in
this news release are forward looking statements that involve risks and
uncertainties, many of which are outside the control of E.W. Blanch Holdings,
Inc. and, accordingly, actual results may differ materially. E.W. Blanch
Holdings, Inc.'s Form 10-K filed with the SEC includes a discussion of these
risk factors and is incorporated herein by reference.
THE TENDER OFFER WILL BE MADE ONLY THROUGH DEFINITIVE TENDER OFFER DOCUMENTS,
WHICH WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAILED TO
THE STOCKHOLDERS OF E.W. BLANCH HOLDINGS, INC. E.W. BLANCH HOLDINGS, INC.
STOCKHOLDERS SHOULD READ THE TENDER OFFER DOCUMENTS CAREFULLY WHEN THEY ARE
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. FOLLOWING COMPLETION
OF THE TENDER OFFER, BENFIELD GREIG GROUP PLC WILL ACQUIRE ANY REMAINING
PUBLICLY HELD SHARES OF E.W. BLANCH AT THE OFFER PRICE OF USD 13.50 THROUGH A
MERGER TRANSACTION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF
THESE STATEMENTS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY BENFIELD GREIG
GROUP PLC AND E.W. BLANCH HOLDINGS, INC. AT THE SEC'S WEBSITE AT www.SEC.GOV.
-----------
THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE
BY DIRECTING SUCH REQUESTS TO BENFIELD GREIG GROUP PLC.
SOURCE: E.W. Blanch Holdings, Inc.
3