Exhibit (a)(1)(g)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made only by
the Offer to Purchase, dated April 30, 2001 and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares of E.W. Blanch Holdings, Inc. The Offer is not being made to
(nor will tenders be accepted from or on behalf of) holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the securities, blue sky or other laws of such
jurisdiction. However, the Purchaser (as defined below) may, in its discretion,
take such action as it may deem necessary to make the Offer in any jurisdiction
and extend the Offer to holders of Shares in such jurisdiction. In those
jurisdictions where securities, blue sky or other laws require the Offer to be
made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Purchaser by Bear, Stearns & Co. Inc. or Banc of America
Securities LLC (the "Co-Dealer Managers") or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including Associated Rights to Purchase Series A Junior Participating
Preferred Stock)
of
E.W. Blanch Holdings, Inc.
at
$13.50 Net Per Share
by
Barrel Acquisition Corporation
a wholly-owned indirect subsidiary of
Benfield Greig Group plc
Barrel Acquisition Corporation, a Delaware corporation (the Purchaser") and
wholly-owned indirect subsidiary of Benfield Greig Group plc, a public limited
company incorporated under the laws of England and Wales ("Parent), is offering
to purchase all the outstanding shares of common stock, par value $0.01 per
share, including the associated rights to purchase Series A Junior Participating
Preferred Stock (the "Shares") of E.W. Blanch Holdings, Inc., a Delaware
corporation (the "Company"), at a price of $13.50 per Share, net to the seller
in cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated April 30, 2001 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Tendering shareholders whose Shares are registered in their names and who tender
directly to U.S. Trust Company of New York (the "Depositary") will not be
charged brokerage fees or commissions or, except as set forth in Instruction 6
of the Letter of Transmittal, transfer taxes on the purchase of Shares pursuant
to the Offer. Shareholders who hold their Shares through banks or brokers should
consult such institutions as to whether they charge any service fees. The
Purchaser will pay all fees and expenses of the Co-Dealer Managers, the
Depositary, and Innisfree M&A Inc., which is acting as the information agent
(the "Information Agent"), incurred in connection with the Offer. Following the
consummation of the Offer, the Purchaser intends to effect the Merger described
below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, MAY 25, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer that number of
Shares that would represent at least a majority of all outstanding Shares on the
date of purchase, (ii) the Purchaser having obtained sufficient financing on
terms and conditions satisfactory to it to enable consummation of the Offer and
the Merger and (iii) the expiration or termination of any applicable waiting
period, and the obtaining of any necessary consents, under the Hart-Scott-Rodino
antitrust improvements act of 1976, as amended, and other relevant laws
(including, without limitation, consent under the U.K. Fair Trading Act of 1973
and the consent of the U.K. Personal Investment Authority) before the expiration
date of the Offer. The Offer is also subject to the satisfaction of certain
other conditions.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as
of April 15, 2001 (the "Merger Agreement"), among Parent, the Purchaser and the
Company, pursuant to which, following the
consummation of the Offer and the satisfaction or waiver of certain conditions
set forth in the Merger Agreement, the Purchaser will be merged with and into
the Company, with the Company surviving the merger as a wholly-owned indirect
subsidiary of Parent (the "Merger"). At the effective time of the Merger (the
"Effective Time"), each Share issued and outstanding immediately prior to the
Effective Time (other than Shares owned by Parent, the Purchaser or the Company
or any subsidiary of Parent, the Purchaser or the Company or by shareholders, if
any, who are entitled to and properly exercise dissenters' rights under Delaware
law) will be converted into the right to receive $13.50 in cash, or any higher
price that is paid in the Offer, without interest thereon.
The Board of Directors of the Company has unanimously approved and adopted the
Merger Agreement and the consummation by the Company of the transactions
contemplated thereby. The Companys board determined that the Offer and the
Merger and the purchase of the Shares contemplated by the Offer, are advisable
and fair to and in the best interests of the Company and the stockholders of the
Company, and unanimously recommends that the stockholders of the Company accept
the offer and tender their Shares pursuant to the Offer.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered to the Purchaser and not
properly withdrawn as, if and when the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance for payment of such Shares. Upon
the terms and subject to the conditions of the Offer, payment for Shares
purchased pursuant to the Offer will be made by deposit of the purchase price
therefor with the Depositary, which will act as an agent for tendering
shareholders for the purpose of receiving payment from the Purchaser and
transmitting payment to tendering shareholders whose Shares have been accepted
for payment. Under no circumstances will interest be paid on the purchase price
for tendered Shares, regardless of any extension or any amendment to the Offer
or any delay in paying for such Shares. Payment for Shares accepted for payment
pursuant to the Offer will in all cases be made only after timely receipt by the
Depositary of (i) certificates for (or a timely book-entry confirmation with
respect to) such Shares, (ii) a Letter of Transmittal (or manually signed
facsimile thereof), properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase) in lieu of the Letter of
Transmittal), and (iii) any other documents required by the Letter of
Transmittal.
The term "Expiration Date" means 12:00 midnight, New York City time, on May 25,
2001, unless the Purchaser shall have extended the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by the Purchaser shall expire.
The obligation of the Purchaser to accept for payment, purchase and pay for any
Shares tendered pursuant to the Offer shall be subject to the condition (the
"Minimum Condition") that the number of Shares validly tendered and not
withdrawn prior to the expiration of the Offer, combined with any Shares already
owned by Parent, the Purchaser or any of their affiliates, constitutes more than
a majority of the Shares outstanding at the expiration of the Offer and also
shall be subject to the satisfaction of the other conditions set forth in the
Merger Agreement.
The Purchaser at any time or from time to time may (a) extend the Offer for one
or more periods of time that the Purchaser reasonably believes are necessary to
cause the conditions to the Offer to be satisfied, if at the scheduled
expiration date of the Offer any of the conditions to the Purchaser's obligation
to accept Shares for payment is not satisfied or waived, until such time as all
such conditions are satisfied or waived, provided that in no event shall any one
such extension exceed 10 days or all such extensions, taken together, exceed 60
days, (b) extend the Offer for any period required by any rule, regulation,
interpretation or position of the U.S. Securities and Exchange Commission or the
staff thereof that is applicable to the Offer, or (c) extend the Offer for an
aggregate period of not more than 20 business days beyond the initial expiration
date of the Offer to the extent required by Parent to enable Parent and the
Purchaser to complete the financing of the purchase of Shares tendered pursuant
to the Offer. The Purchaser may provide for a "subsequent offering period" to
the extent provided in Rule 14d-11 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") after the purchase of Shares upon the expiration of
the initial offering period.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment pursuant to the
Offer, also may be withdrawn at any time after June 28, 2001. Except as
otherwise provided in Section 3 of the Offer to Purchase, tenders of Shares
made pursuant to the Offer are irrevocable. For a withdrawal of Shares tendered
pursuant to the Offer to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase and must specify
the name of the person having tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name of the registered holder of the Shares to be
withdrawn, if different from the name of the person who tendered the Shares. If
certificates for Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted to
the Depositary and, unless such certificates have been tendered by an Eligible
Institution (as defined in the Offer to Purchase), any and all signatures on the
notice of withdrawal must be guaranteed by an Eligible Institution. If Shares
have been tendered pursuant to the procedures for book-entry transfer as set
forth in the Offer to Purchase, any notice of withdrawal must also specify the
name and number of the account of the book-entry transfer facility to be
credited with the withdrawn Shares and otherwise comply with the book-entry
transfer facility's procedures. All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined by the
Purchaser, in its sole discretion, and its determination will be final and
binding on all parties.
The receipt of cash in exchange for Shares pursuant to the Offer (or the Merger)
will be a taxable transaction for U.S. federal income tax purposes. Generally, a
shareholder will recognize gain or loss for U.S. federal income tax purposes
equal to the difference between (i) the amount of cash the shareholder receives
in the Offer (or the Merger) and (ii) the shareholder's adjusted tax basis in
the Shares surrendered in the Offer (or the Merger). Each shareholder is urged
to consult with such shareholder's own tax advisors to determine the particular
tax consequences to such shareholder (including the application and effect of
any state, local or foreign income and other tax laws) of the Offer and the
Merger. For a more complete description of certain U.S. federal income tax
consequences of the Offer and the Merger, see Section 5 of the Offer to
Purchase.
The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Exchange Act, is contained in the
Offer to Purchase and is incorporated herein by reference.
The Company has provided to the Purchaser its list of shareholders and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
mailed to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the shareholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
The Offer to Purchase and the related Letter of Transmittal contain important
information that should be read carefully before any decision is made with
respect to the Offer.
Questions and requests for assistance and copies of the Offer to Purchase, the
Letter of Transmittal and all other tender offer materials may be directed to
the Information Agent or to Bear, Stearns & Co. at their respective addresses
and telephone numbers set forth below, and will be furnished promptly at the
Purchaser's expense. The Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Co-Dealer Managers and the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
Innisfree LOGO
501 Madison Avenue, 20th Floor
New York, NY 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free: (888) 750-5834
The Co-Dealer Managers for the Offer are:
Bear, Stearns & Co. Inc. Banc of America Securities LLC LOGO
245 Park Avenue 9 West 57th Street
New York, NY 10167 New York, NY 10019
CALL TOLL-FREE: (877) 341-4836
April 30, 2001