This excerpt taken from the TWGP 8-K filed Nov 13, 2009.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On November 13, 2009, Tower Group, Inc. (“Tower”) and Tower S.F. Merger Corporation, a wholly-owned subsidiary of Tower (“Merger Sub”), completed the acquisition of Specialty Underwriters’ Alliance, Inc. (“SUA”), pursuant to the terms and conditions of the Amended and Restated Agreement and Plan of Merger executed on July 22, 2009 and effective as of June 21, 2009, by and among Tower, Merger Sub and SUA (the “Merger Agreement”).
SUA, a Delaware corporation headquartered in Chicago, Illinois, was incorporated in April 2003, and through its wholly-owned subsidiary, SUA Insurance Company, offers specialty commercial property and casualty insurance products through independent general agents, or partner agents, that serve niche groups of insureds.
Under the terms of the Merger Agreement, each share of SUA common stock and each share of SUA Class B common stock, excluding any shares held in treasury by SUA, owned by Tower or any wholly-owned subsidiary of Tower, or owned by any direct or indirect subsidiary of SUA (other than any SUA common stock or Class B common stock held in an investment portfolio), will be converted into the right to receive 0.28 shares of Tower common stock. In connection with the closing of the transaction, Tower will issue an aggregate of approximately 4,460,098 shares of its common stock to SUA stockholders.
This description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the press release announcing the completion of the merger is attached to this Current Report on Form 8-K as Exhibit 99.1 and is herein incorporated by reference.
This excerpt taken from the TWGP 8-K filed Mar 2, 2009.
Item 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On February 27, 2009, Tower Group, Inc. (“Tower”) issued a press release announcing that it had completed the acquisition of all of the issued and outstanding shares of common stock of HIG, Inc. (“Hermitage”), a specialty property and casualty insurance holding company, from a subsidiary of Brookfield Asset Management Inc. for a cash purchase price of $130,115,436 pursuant to the Stock Purchase Agreement, dated as of August 27, 2008, as amended, by and among CastlePoint Reinsurance Company, Ltd. (“CastlePoint Re”), Hermitage and Brookfield US Corporation. CastlePoint Re is an indirect wholly-owned subsidiary of Tower. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item 2.01 as if fully set forth herein. Additional information regarding this transaction can be found in the Current Report on Form 8-K filed by CastlePoint Holdings, Ltd. on August 27, 2008.
This excerpt taken from the TWGP 8-K filed Apr 12, 2007.
On April 10, 2007, Tower Group, Inc. (the Company) completed the acquisition of 100% of the issued and outstanding common stock of Preserver Group, Inc., a New Jersey corporation (Preserver), pursuant to the Stock Purchase Agreement (the Agreement), dated as of November 13, 2006, by and among the Company, Preserver and the Sellers named therein. The Company paid a total of $65 million$34.2 million in cash consideration to the Sellers and a contribution of $30.8 million to the capital of Preserver to enable Preserver to repay the principal and accrued interest of indebtedness held by certain of the Sellers.