Exhibit 99.1
Hub International Announces Western US Expansion
CHICAGO--(BUSINESS WIRE)--March 15, 2004--
Expected To Add $100 Million in Revenue
Transaction Accounting Will Result in Charge to Earnings
Hub International Limited (NYSE/TSX: HBG) today announced it has
signed a definitive agreement to invest in Satellite Acquisition
Corporation, a corporation formed by a senior management group of
Talbot Financial Corporation ("Talbot"), based in New Mexico.
Satellite Acquisition Corporation will use the proceeds from the
investment to simultaneously purchase Talbot and all of its
subsidiaries from Safeco Corporation.
The acquisition will vastly expand Hub's sales base in the United
States. It is expected that the acquisition will add approximately
$100 million in revenue and expand the company's footprint in the
western and southwestern United States. Completion of the transaction,
which is expected before the end of second quarter 2004, is subject to
customary conditions, including applicable regulatory approvals.
"Talbot provides an exceptional platform for our continued
expansion across the United States and we are pleased by the
management team's selection of Hub as its partner," said Martin P.
Hughes, Hub's Chairman and Chief Executive Officer. "The acquisition
is a great fit for our strategic plan in the United States. Talbot's
locations fit our plan to expand in the West and Southwest regions of
the United States."
David Weymouth, President & CEO of Talbot, noted that Hub's
approach to the insurance brokerage business provides a strong match
to his firm's history of client service and growth.
"Hub International has an enviable reputation as a strong organic
growth company and a good long-term partner to its customers, the same
reputation we have worked hard to achieve at Talbot," he said. "As we
looked for a partner, our management team considered Hub International
to be the best fit for us, for our customers, and for our employees.
"We are especially enthused about the opportunity to tap Hub's
North American network of specialized product teams to increase
product offerings to our clients, and to augment our standing with
several high-quality insurers."
Headquartered in Chicago, IL, Hub International is a leading North
American insurance brokerage that provides a full array of insurance
brokerage services to mid-sized companies, associations and other
buyers. Talbot derives most of its revenues from traditional
middle-market commercial lines, personal lines, employee benefits and
life insurance. The sale of annuities and other financial products
accounts for approximately 10% of Talbot's revenue.
Hughes said the continuing contribution of Talbot's management
team and employees is a critical component of the purchase, as it has
been in Hub's other major acquisitions.
"Each regional hub is our platform for continuing growth in its
part of the country, so we seek management teams that have the
capability to grow profitably over the long term," Hughes said. "We
believe Talbot offers substantial depth of management and a strong
capacity for continued growth."
Under the purchase agreement with Satellite Acquisition
Corporation, Hub will acquire 70% of Satellite Acquisition
Corporation. On closing, management of Albuquerque-based Talbot will
hold the remaining 30% of Satellite Acquisition Corporation. Hub also
will purchase the remaining 30% interest from management, using a
combination of restricted and unrestricted Hub shares, over the next
three calendar years. 100% of the earnings from Talbot will begin to
accrue to Hub as of the date of the closing.
The purchase of the 30% interest by Hub from Talbot management
will be charged to Hub's earnings as compensation over the three-year
period. Based on Talbot's 2003 earnings, the before and after tax
charge to Hub's earnings for non-cash stock based compensation for the
three years commencing with the year in which the acquisition is
completed is expected to be approximately $16 million, $8 million and
$2 million, respectively. These charges will be prorated to Hub's
earnings over a three-year period based on the actual date of closing.
Talbot management has the opportunity to increase the value of their
30% interest through improvement in the results of operations of
Talbot during the three years beginning with the year of the
acquisition. If operations improve, the charge to earnings will
increase by approximately 2.1 times the additional EBITA (earnings
before interest, taxes and amortization) that Talbot generates.
Excluding the impact of any additional consideration based on
improved operating performance over the next three years, the total
value of the acquisition will be approximately $120 million.
The company will discuss the transaction further at its next
regularly scheduled quarterly earnings conference call. The date of
the call and instructions for accessing the call will be announced
early in April.
This press release may contain forward-looking statements which
reflect our current views with respect to future events and financial
performance. These forward-looking statements relate, among other
things, to our plans and objectives for future operations and are
subject to uncertainties and other factors that could cause actual
results to differ materially from such statements. These uncertainties
and other factors include, but are not limited to, risks associated
with implementing our business strategies, identifying and
consummating acquisitions, integrating acquired brokerages, attaining
greater market share, developing and implementing effective
information technology systems, recruiting and retaining qualified
employees, fluctuations in the premiums charged by insurance companies
with corresponding fluctuations in our premium-based revenue, changes
in the manner in which we are compensated by insurance companies, any
loss of services of key executives, industry consolidation, increased
competition in the industry, fluctuations in the demand for insurance
products and the passage of new legislation subjecting our business to
regulation in jurisdictions where we operate. We caution readers not
to place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. Additional
information regarding these risks and other factors that could cause
Hub International's actual results to differ materially from our
expectations is contained in the company's filings with the Securities
and Exchange Commission. Except as otherwise required by federal
securities laws, Hub International undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
CONTACT: Hub International Limited
W. Kirk James (Media), 312-279-4881
kjames@hubinternational.com