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American National Group, Inc. (“American National”) (NASDAQ:ANAT), and Brookfield Asset Management Reinsurance Partners Ltd. (“Brookfield Reinsurance”) (NYSE:BAMR, TSX:BAMR), today announced they have entered into a definitive merger agreement whereby Brookfield Reinsurance will acquire American National in an all-cash transaction valued at approximately $5.1 billion.
As part of the agreement, each issued and outstanding share of American National common stock will be converted into the right to receive $190.00 in cash at closing of the merger. The merger consideration of $190.00 per share of American National common stock (the “Merger Consideration”) represents a 55% premium to the unaffected share price of $122.56 on May 11, 2021, as well as a 24.7% premium over American National’s 30-day volume-weighted average price as of August 6, 2021. The merger has received unanimous approval of American National’s Board of Directors.
Sachin Shah, Chief Executive Officer of Brookfield Reinsurance, said, “The acquisition of American National represents a significant milestone in the continued expansion of our insurance business. American National’s management team has a strong track record of stable growth and disciplined underwriting. We are excited to partner with them, and the dedicated American National employee base and distribution partners, as we look to further grow the business and maintain a strong franchise for the benefit of all stakeholders.”
Following closing, Brookfield Reinsurance intends to maintain American National’s headquarters in Galveston, Texas and its presence in League City, Texas, as well as its operational hubs in Springfield, Missouri and Albany, New York. Brookfield Reinsurance also looks forward to continuing American National’s longstanding involvement with its local communities.
Jim Pozzi, President and Chief Executive Officer of American National, said, “This is an energizing moment in American National’s history. Our two companies share a long-term view of building strong, enduring businesses. Brookfield Reinsurance has been very clear: they want us to continue to grow our business, together with our leadership team and our excellent team of employees and distribution partners. I would like to thank our board of directors, particularly our strategic opportunities committee of independent directors, which conducted a thorough review of a range of strategic alternatives and possible business opportunities to maximize value for our stockholders. The transaction provides clear and immediate value for our stockholders at an attractive premium.”
The merger is expected to close in the first half of 2022. It is subject to certain customary closing conditions, including antitrust clearance and receipt of insurance regulatory approvals, for a transaction of this type. Following the execution of the merger agreement, stockholders representing more than a majority of the issued and outstanding shares of American National common stock delivered stockholder written consents adopting and approving the merger agreement. American National will file a current report on Form 8-K with the U.S. Securities and Exchange Commission containing a summary of the terms and conditions of the proposed acquisition, as well as a copy of the merger agreement.
The Merger Consideration will be funded by Brookfield Reinsurance through a combination of committed debt and equity financing, including committed debt financing of $1.5 billion and an equity commitment of up to the aggregate Merger Consideration from Brookfield Asset Management Inc. (NYSE:BAM, TSX:BAM) (“BAM”), which equity commitment will be reduced by the amount of debt funded at closing. BAM’s equity commitment will be funded by existing liquidity at the corporate level.
