Exhibit (a)(5)(b)
April 30, 2001
BENFIELD GREG
EWB
BENFIELD GREIG GROUP PLC
BENFIELD GREIG ARRANGES FINANCING REQUIRED FOR ACQUISITION OF E.W. BLANCH AND
COMMENCES TENDER OFFER
London, England, and Dallas, Texas, April 30, 2001 - Benfield Greig Group plc
("Benfield Greig"), the leading U.K. based independent reinsurance intermediary,
and E.W. Blanch Holdings, Inc. ("E.W. Blanch") (NYSE: EWB), a leading U.S.
provider of integrated risk management and distribution services, announced
today that Benfield Greig has arranged a new $390 million (GBP 270 million) debt
facility to be provided by Barclays Capital for the purpose of financing the
acquisition of E.W. Blanch.
Benfield Greig and E.W. Blanch previously announced on April 16, 2001, that they
had entered into a merger agreement under which Benfield Greig will acquire all
of the outstanding shares of E.W. Blanch for $13.50 per share in cash, or
approximately $179 million (GBP 123 million). It is intended that this new debt
facility will provide Benfield Greig with the financing necessary to complete
the acquisition of E.W. Blanch as well as to refinance certain of the existing
indebtedness of E.W. Blanch and Benfield Greig and to provide working capital
for the enlarged group going forward.
In addition, in accordance with the terms of the merger agreement dated April
15, 2001, a wholly owned subsidiary of Benfield Greig has today commenced a
tender offer for all of the outstanding shares of E.W. Blanch at the purchase
price of $13.50 per share in cash. The tender offer is scheduled to expire on
May 25, 2001 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
$13.50 through a merger transaction.
Grahame Chilton, Chief Executive of Benfield Greig, commented: "We have been
very encouraged by the strongly favorable reaction that we have received to the
proposed merger from E.W. Blanch's customers, management and employees who share
our vision and enthusiasm for creating a truly independent force in global
reinsurance. The new debt facility that has been arranged to finance the
acquisition of E.W. Blanch supports our belief that the combined business has
exciting future prospects and that it will be well placed to take advantage of
the rapidly changing U.S. market."
For further information:
For Benfield Greig Group: For E.W. Blanch:
David Haggie Andrew Brimmer
Haggie Financial Joele Frank, Wilkinson Brimmer Katcher
Tel: + 44 20 7417 8989 Tel: + 1 212 355 4449 (extn 111)
Mobile: + 44 7768 332486 Email: ahb@joelefrank.com
Email: david@haggie.co.uk ------------------
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For Benfield Greig US:
Howard Liszt
Benfield Greig US
Tel: + 1 612 626 2031
Email: HLiszt@mr.net
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April 30, 2001
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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 HOLDINGS, INC. 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
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OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO BENFIELD GREIG GROUP PLC.