Last Wednesday, May 10, our Plymouth office welcomed Intact CEO Charles Brindamour for his first official OneBeacon visit since the May 2 announcements. Charles met employees from across the OneBeacon community including our business unit leaders, senior management and staff from Plymouth’s various departments. As well, we were all invited to participate in an hour-long webcast, where Charles introduced the Intact culture and business, and answered many of your questions. As he mentioned, a transition team is being established to plan for our combined organization post-close. That team will include representatives from both Intact and OneBeacon. We anticipate announcing the transition team participants and process early next month, as well as dates for Charles and Mike’s visits to other OneBeacon locations. In the meantime, feel free to direct your individual questions to our dedicated emailbox: intact@onebeacon.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
The information contained in this communication may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included or referenced in this communication that address activities, events or developments which we expect will or may occur in the future are forward-looking statements. The words “will,” “believe,” “intend,” “expect,” “anticipate,” “project,” “estimate,” “predict” and similar expressions are also intended to identify forward-looking statements. These forward-looking statements include, among others, statements with respect to our:
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change in book value per share or return on equity;
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business strategy;
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financial and operating targets or plans;
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incurred loss and loss adjustment expenses and the adequacy of our loss and loss adjustment expense reserves and related reinsurance;
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projections of revenues, income (or loss), earnings (or loss) per share, dividends, market share or other financial forecasts;
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expansion and growth of our business and operations;
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future capital expenditures; and
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pending legal proceedings.
These statements are based on certain assumptions and analyses made by us in light of our experience and judgments about historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. However, whether actual results and developments will conform to our expectations is subject to a number of risks, uncertainties or other factors which are described in more detail beginning on page 16 of the Company’s 2016 Annual Report on Form 10-K, that could cause actual results to differ materially from expectations, including:
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recorded loss and loss adjustment expense reserves subsequently proving to have been inadequate;
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changes in interest rates, debt or equity markets or other market volatility that negatively impact our investment portfolio;
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competitive forces and the cyclicality of the property and casualty insurance industry;
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claims arising from catastrophic events, such as hurricanes, windstorms, earthquakes, floods or terrorist attacks;
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the continued availability of capital and financing;
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the continued availability and cost of reinsurance coverage and our ability to collect reinsurance recoverables;
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the ability to maintain data and system security;
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the outcome of litigation and other legal or regulatory proceedings;
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our ability to continue meeting our debt and related service obligations or to pay dividends;
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our ability to successfully develop new specialty businesses;
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changes in laws or regulations, or their interpretations, which are applicable to us, our competitors, our agents or our customers;
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actions taken by rating agencies from time to time with respect to us, such as inancial strength or credit rating downgrades or placing our ratings on negative watch;
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our ability to retain key personnel;
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participation in guaranty funds and mandatory market mechanisms;
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our ability to maintain effective operating procedures and manage operational risk;
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changes to current shareholder dividend practice and regulatory restrictions on dividends;
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credit risk exposure in certain of our business operations;
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Bermuda law may afford less protection to shareholders;
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our status as a subsidiary of White Mountains, including potential conflicts of interest, competition, and related-party transactions;
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changes in tax laws or tax treaties;
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the risk that the proposed merger with Intact may not be completed on the currently contemplated timeline or at all;
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the failure to receive, on a timely basis or otherwise, the required approval of the proposed merger with Intact Financial Corporation (“Intact”) by OneBeacon’s shareholders;
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the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals);
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the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement with Intact, including in circumstances which would require OneBeacon to pay a termination fee or other expenses;
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risks related to diverting management’s attention from our ongoing business operations and other risks related to the announcement or pendency of the proposed merger with Intact, including on our ability to retain and hire key personnel, our ability to maintain relationships with our customers, policyholders, brokers, service providers and others with whom we do business and our operating results and business generally;
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the risk that shareholder litigation in connection with the transactions contemplated by the merger agreement with Intact may result in significant costs of defense, indemnification and liability; and
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other factors, most of which are beyond our control.