Alignvest SPAC to acquire Sagicor Financial for $536 mln

Alignvest Acquisition II Corp (AQY), a Canadian special purpose acquisition corporation (SPAC), has agreed to combine with Sagicor Financial Corp Ltd, a St. Michael, Barbados-based financial services provider.

Alignvest will acquire Sagicor’s shares for US$1.75 each through a combination of cash and shares. The deal is valued at US$536 million and expected to close early next year.

Founded in 1840, Sagicor provides insurance products and other financial services primarily in the Caribbean region.

AQY raised $515 million in 2017 from its initial public offering and other sources. It is managed by Alignvest Management Corp, a Toronto-based alternative investment management firm.

PRESS RELEASE

Alignvest Acquisition II Corporation and Sagicor Financial Corporation Limited Announce Proposed Business Combination and Proposed Strategic Acquisition

Sagicor is the market-leading provider of insurance products and related financial services in the Caribbean region and has a growing presence as a provider of life insurance products in the United States. The Company has over 175 years of history in the region and is the second oldest insurer in the Americas. Sagicor has grown its net income from approximately US$2 million in 1990 to US$62 million for the 12 months ended December 31, 2017, and has grown its assets from US$154 million to US$6.8 billion over that same time period through consistent organic growth and strategic acquisitions. The Company has stable and growing business lines, greater than 50% market share in the majority of its core markets, and generates consistently strong returns on equity
Following the business combination, New Sagicor and Scotiabank, the market-leading bank in the Caribbean, expect to enter into a 20-year exclusive partnership agreement whereby Sagicor will sell insurance products to Scotiabank’s clients in Jamaica and in Trinidad & Tobago. As part of this agreement, Sagicor and Alignvest will be acquiring Scotiabank’s life insurance operations in those regions. Please refer to Scotiabank’s press release dated November 27, 2018 for additional information. This acquisition is expected to be completed after the proposed business combination of AQY and Sagicor. Alignvest and Sagicor expect that the acquisition and partnership agreement will contribute annual run-rate net income of approximately US$30 million following its anticipated closing in 2020
AQY has agreed to acquire Sagicor shares through a combination of cash and shares, and additional funds will be used for follow-on acquisitions. Sagicor’s current management team is rolling 100% of their equity interest
AQY raised C$402.5 million in its IPO in May 2017 and has an additional C$163 million of fully committed capital, of which C$113 million is committed through Forward Purchase Agreements and C$50 million is committed to purchase additional Class B shares (which will be converted into AQY common shares) at C$10.00 per share
The business combination is conditioned on a minimum cash requirement of US$220 million, after certain transaction expenses, of which US$123 million has already been committed (based on the FX rate in effect on the date prior to the release of this announcement)
Shareholder approval is expected in January 2019 and completion of the transaction with Sagicor is expected in late Q1 or Q2 2019
An investor conference call is scheduled for Wednesday, November 28, 2018 at 2:00 pm EST

TORONTO, Nov. 27, 2018 (GLOBE NEWSWIRE) — Alignvest Acquisition II Corporation (TSX: AQY.A, AQY.WT) (“AQY” or “Alignvest”), a special purpose acquisition corporation (or SPAC), and Sagicor Financial Corporation Limited (“Sagicor” or the “Company”) are pleased to announce that they have entered into an arrangement agreement dated November 27, 2018 (the “Arrangement Agreement”) to effect a business combination (the resulting entity, “New Sagicor”), which is intended to constitute AQY’s qualifying acquisition.

After raising C$515.5 million in May 2017, Alignvest began a focused effort to identify suitable qualifying acquisition candidates. In particular, AQY targeted insurance companies for three reasons, notably: the competition for insurance investments is muted relative to “traditional” industry sectors given the specialized knowledge required to properly conduct due diligence; AQY believes that insurance company valuations are currently more attractive than those in many other sectors given the strong correlation with returns on equity; and AQY’s team includes several members with extensive knowledge of financial institutions and insurance companies.

We were introduced to Sagicor in August 2017 and have spent 15 months evaluating this investment opportunity. We have been working closely with Rik Parkhill (former CEO of CIBC FirstCaribbean) and Alister Campbell (former CEO of The Guarantee and Zurich Insurance Canada), two financial services industry veterans who will sit on the board of New Sagicor and who have invested in our recent private placement.

Sagicor is the market-leading provider of insurance products and related financial services in the Caribbean region, notably in Jamaica, Trinidad & Tobago, and Barbados, and has a growing presence as a provider of life insurance products in the United States. Sagicor has over 175 years of history in the region, is the second oldest insurer in the Americas, and today has operations that span 22 countries. Sagicor has grown its net income from approximately US$2 million in 1990 to US$62 million for the 12 months ended December 31, 2017, and has grown its assets from US$154 million to US$6.8 billion over that same time period through consistent organic growth and strategic acquisitions. The Company has stable and growing business lines, greater than 50% market share in the majority of its core markets, and generates consistently strong returns on equity.

New Sagicor expects to enter into a 20-year exclusive partnership agreement with Scotiabank to sell insurance products to Scotiabank’s clients in Jamaica and in Trinidad & Tobago. This partnership brings together the leading life insurer in the Caribbean with the leading bank in the Caribbean, and will allow New Sagicor to sell an enhanced suite of products to Scotiabank’s customers, further solidifying Sagicor’s market-leading position in Jamaica and in Trinidad & Tobago. As part of this agreement, and subsequent to closing this transaction, AQY and Sagicor have agreed to acquire Scotiabank’s life insurance operations in those regions (the “Scotiabank Acquisitions”). Please refer to Scotiabank’s press release dated November 27, 2018 for additional information. AQY and Sagicor believe that this acquisition and partnership agreement will contribute annual run-rate net income of approximately US$30 million following its anticipated closing in 2020.

AQY believes that our qualifying acquisition with Sagicor represents an opportunity to invest in a best-in-class business at an extremely attractive valuation, and that this investment is entirely consistent with the approach and the objectives outlined at the time of AQY’s initial public offering. We are partnering with a strong, experienced, well-aligned management team, who want to continue to build their business. Sagicor operates in an industry in which Alignvest has expertise and can be a value-added partner. There is a clear and demonstrated opportunity to execute accretive follow-on acquisitions. And Sagicor presents an opportunity to generate attractive risk-adjusted returns on invested capital. The details of our investment thesis are highlighted below.

The transaction is being offered at a valuation Alignvest believes is highly attractive. At our purchase price, Sagicor is valued at approximately 1.00x book value, 7.8x targeted 2019 net income, and 6.5x targeted 2020 net income, taking into account the Scotiabank Acquisitions – a substantial discount to the median price / book and price / earnings ratios of Canadian and Caribbean financial institutions, and to Alignvest’s estimate of the Company’s intrinsic value. For more information on targeted 2019 and 2020 net income, and the associated assumptions and risks, please see Alignvest’s investor presentation and the material change report, which will be filed on SEDAR.
Best-in-class management team with extensive insurance and local-market experience. Sagicor’s senior management team has been with the Company for an average of 14 years and has significant experience managing businesses across multiple jurisdictions and markets.
Sagicor has an outstanding core business. Sagicor has significant market share in numerous growing business lines including individual life insurance and annuities, group life and benefits administration, and banking and investment management. The Company also has leading market positions and brand name recognition in its key insurance markets of Jamaica, Trinidad & Tobago, Barbados, and the Eastern Caribbean.
Substantial opportunity for accretive consolidation. As evidenced by the Scotiabank Acquisitions, Sagicor believes that there is opportunity for further consolidation within the insurance industry in the Caribbean. Additionally, management has the ability to successfully grow outside of Sagicor’s core business and markets through strategic acquisitions, as evidenced by Sagicor’s 2005 acquisition of Sagicor Life USA and Sagicor’s 2014 acquisition of RBC’s Jamaican banking operations.
Comprehensive and innovative product offering. Sagicor has a highly diversified insurance product mix including individual and group life, health, annuity and pension, personal disability, and property and casualty insurance that allows the Company to serve its customers’ needs at each step of their financial life cycle, resulting in high customer retention rates and cross-selling opportunities. Importantly, Sagicor has no exposure to either long-term care or variable annuity products.
Extensive distribution platform. Sagicor has unparalleled access to its customer base in the Caribbean through its extensive distribution network of dedicated advisors and brokers. The Company operates the largest network of exclusive advisors in the Caribbean region – one of Sagicor’s core competitive advantages.
Significant “scale-up” opportunity in U.S. market. Sagicor has built a strong technology and distribution platform in the U.S., targeting customers similar to those it has a demonstrated ability to serve in the Caribbean. Sagicor’s U.S. platform is profitable, has an attractive investment spread relative to its peers and, as Sagicor continues to execute on its growth plan, will benefit from operational scale and increased asset leverage.
Strong operating and underwriting record, with proven resiliency across cycles. Sagicor has managed to sustain a strong operating track record through economic cycles as demonstrated by the Company’s consistent net income growth, dividend growth, and book value per share growth.
Prudently managed and well-capitalized balance sheet. Sagicor manages its balance sheet using best-in-class risk management tools. For example, the Company voluntarily adopted the Canadian Minimum Continuing Capital and Surplus Requirements (“MCCSR”) actuarial standards following its demutualization, and has maintained MCCSR ratios in excess of 220% in every year since 2004. Sagicor’s prudent capital management policies and conservative reserving complement its stable and diversified product mix.
Opportunity for Alignvest to add significant value. Alignvest is delivering significant value to Sagicor as part of this transaction. First, Alignvest Investment Management will leverage its team’s extensive experience managing global portfolios to optimize Sagicor’s investment portfolio, consider additional investment strategies, lower third-party advisor costs, and further enhance risk-management practices. Second, Alignvest has recruited highly experienced directors to the board. Third, Andre Mousseau, AQY’s Chief Operating Officer and Partner of Alignvest Private Capital, will be joining Sagicor as Group Chief Financial Officer. And finally, Alignvest has been responsible for sourcing and executing the Scotiabank Acquisitions.

Sagicor’s Group Chief Executive Officer, Dodridge Miller, its Group Chief Operating Officer, Ravi Rambarran, and the rest of Sagicor’s current management team will continue to lead the business. Andre Mousseau will be joining Sagicor as Group Chief Financial Officer. Sagicor’s Board of Directors is expected to include the following individuals.

Dodridge Miller – President and Group CEO of Sagicor since 2002
Tim Hodgson (Chairman) – Managing Partner of Alignvest Management Corporation, former CEO of Goldman Sachs Canada, and former Special Advisor to Governor Mark Carney at the Bank of Canada
Reza Satchu – Co-Founder and Managing Partner of Alignvest Management Corporation
Alister Campbell – Former CEO of The Guarantee and Zurich Insurance Canada
Rik Parkhill – Former CEO of CIBC FirstCaribbean
Mahmood Khimji – Co-Founder and President of Highgate Hotels, L.P.
Monish Dutt – Former Chief Credit Officer for Global Financial Institutions & Private Equity Funds at IFC
Stephen McNamara – Senior Partner of McNamara & Company, Attorney-at-Law of St. Lucia
Sir Hilary Beckles – Vice Chancellor of the University of the West Indies
Peter Clarke – Chairman of Guardian Media Ltd. and former Chairman of the Trinidad & Tobago Stock Exchange
Stephen Facey – Chairman and CEO of PanJam Investment Limited

Summary of the Transaction

AQY and Sagicor have entered into the Arrangement Agreement pursuant to which, among other things, AQY has agreed to acquire all of the shares of Sagicor by way of a scheme of arrangement under Bermuda law (the “Sagicor Arrangement”) involving the transfer of all of the shares of Sagicor to AQY. In exchange, Sagicor shareholders who were also Sagicor shareholders as of December 6, 2018 (the “Election Record Date”), will have the option to receive either US$1.75 per Sagicor share (the “Cash Consideration”) or AQY common shares in an amount based on an exchange ratio which the parties have agreed has a value of US$1.75 per Sagicor share (the “Share Consideration”), or a combination of the Cash Consideration and the Share Consideration. Any Cash Consideration is only available in respect of up to 10,000 Sagicor shares held by each Sagicor shareholder as at the Election Record Date which continue to be held as at the time of closing of the transactions contemplated in the Arrangement Agreement (the “Closing”). All other consideration paid to Sagicor shareholders will be Share Consideration.

As part of the transaction, AQY will complete a plan of arrangement (the “Alignvest Arrangement”) pursuant to which all AQY Class B shares and all non-redeemed Class A restricted voting shares of AQY (the “Class A Shares”) will be converted into one AQY common share, the outstanding options and other similar rights granted by Sagicor will be exchanged for or become options or other rights to purchase AQY common shares, and AQY will be authorized to apply to continue from the laws of Ontario to the laws of Bermuda (the “Alignvest Continuance”).

The transaction is subject to Sagicor shareholder approval, AQY shareholder approval, and the satisfaction of certain conditions, including a number of regulatory approvals, and the approval of the Toronto Stock Exchange.

To complete the transaction, AQY intends to use its cash held in escrow, the proceeds received by AQY from certain investors pursuant to forward purchase agreements (the “Forward Purchase Agreements”) previously entered into by AQY (pursuant to which AQY has commitments to receive an aggregate amount equal to C$113 million), and the proceeds received by AQY from committed subscriptions to be completed substantially concurrently with the Closing, for a private placement of AQY Class B shares (which will be converted into AQY common shares) of an aggregate amount of C$50 million at C$10.00 per Class B share.

All of the founders’ shares of Alignvest will remain subject to the existing restrictions and in addition approximately 50% of the founders’ shares of Alignvest will be placed into escrow and will be subject to cancelation for a period of up to five (5) years following the last day of the calendar quarter immediately following Closing unless certain conditions are satisfied.

Alignvest and Sagicor intend to pay a dividend, initially of US$0.225 per share per year, following the Closing, representing an initial yield of approximately 3%.

A copy of the Arrangement Agreement, as well as an investor presentation, will be filed on SEDAR shortly.

The Boards of Directors of each of AQY and Sagicor have approved the transaction and determined that it is fair to their respective shareholders and in the companies’ respective best interests. Closing is currently expected to occur in late Q1 or Q2 2019. Upon closing of the transaction, the name of AQY is expected to be changed to Sagicor Financial Company Ltd. and AQY intends to become a Bermuda company.

Conference Call Information

AQY will be hosting an investor conference call to discuss our investor presentation, a copy of which will be filed on SEDAR and available at www.alignvest.com.

Please call in at least 10 minutes prior to the call to register.
Date: Wednesday, November 28, 2018 at 2:00 pm EST
Dial: North America: (800) 909-4164 or (212) 231-2932

AQY’s Qualifying Acquisition

The Sagicor Arrangement constitutes AQY’s qualifying acquisition and must be approved by Sagicor’s shareholders at a special meeting of shareholders of Sagicor (the “Sagicor Meeting”).

The transaction is also conditional on AQY shareholder approval. The founders of AQY and the parties to the Forward Purchase Agreements previously agreed to vote their Class B shares of AQY and any Class A Shares they have acquired in favour of the Alignvest Arrangement.

In addition to approval by two-thirds of the votes cast by AQY shareholders at a special meeting (the “Alignvest Meeting”) (with both classes voting together), as well as any other AQY shareholder approval that may be required by the TSX or any securities regulatory authorities, completion of the transaction will be subject to the approval of the Ontario Superior Court of Justice (the “Court”) and the Bermuda courts and the receipt of applicable regulatory approvals, including from banking and insurance regulators and the Ontario Securities Commission. AQY shareholders will have the right to dissent in accordance with the Business Corporations Act (Ontario).

Pursuant to the Arrangement Agreement, the parties have agreed, among other things, to take certain steps to implement the transaction, to file and to seek to obtain a receipt for a final prospectus, and to seek to obtain all other approvals required in connection with the transactions contemplated in the Arrangement Agreement. Each of Sagicor and AQY have also agreed to operate their respective businesses in the ordinary course pending completion of the transaction.

Existing AQY warrants will, subsequent to the completion of the Arrangement, remain in place and become exercisable for common shares of the resulting company.

Timing and Additional Information

Pursuant to applicable rules, AQY has agreed to file with the Canadian securities regulatory authorities in each of the provinces and territories of Canada (other than Québec) a non-offering prospectus containing disclosure regarding the transaction and the resulting issuer assuming completion of the transactions contemplated in the Arrangement Agreement. The preliminary prospectus is expected to be filed with the applicable Canadian securities regulatory authorities in November or early December 2018. AQY also intends to file an information circular in connection with the Alignvest Meeting that is required to contain prospectus level disclosure of the transaction and the resulting issuer, assuming completion of the transactions contemplated in the Arrangement Agreement.

Subject to the required approvals, AQY intends to mail the information circular to its shareholders in late December 2018 or early January 2019 and it is anticipated that the Alignvest Meeting will take place in late January or early February 2019. Closing is expected to occur shortly after the Alignvest Meeting and the Sagicor Meeting, subject to satisfaction of the conditions in the Arrangement Agreement, including approval of the Court and the Bermuda courts and the receipt of regulatory approvals.

Holders of Class A Shares will, conditional on Closing, have a right to redeem all or a portion of their Class A Shares, provided that they deposit their shares for redemption prior to the date that is five business days before the Alignvest Meeting with the redemption being effective, subject to applicable law, immediately prior to Closing. Holders of Class A Shares may elect to redeem their Class A Shares whether they vote for, or against, or do not vote on, the transaction. A minimum cash condition in Sagicor’s favour of US$220 million (after US$20 million in expenses) applies, inclusive of the proposed investments in AQY, all as set forth in the Arrangement Agreement.

The Arrangement Agreement and an investor presentation will be available shortly under AQY’s profile on SEDAR. AQY’s prospectus and information circular are expected to be filed in due course.

The IPO of AQY was distributed by a syndicate of underwriters led by Scotia Capital Inc. and Citigroup Global Markets Canada Inc., and included BMO Nesbitt Burns Inc., TD Securities Inc., and UBS Securities Canada Inc.

RBC Capital Markets acted as exclusive financial advisor to AQY.

Stikeman Elliott LLP, Dorsey & Whitney LLP, and Appleby have advised AQY on legal matters.

J.P. Morgan Securities LLC has acted as the exclusive financial advisor to Sagicor in connection with this transaction.

Sagicor has been advised on legal matters by Paul Hastings LLP, Blake, Cassels & Graydon LLP, Conyers, Dill & Pearman LLP, and Lex Caribbean.

About Alignvest Acquisition II Corporation

Alignvest Acquisition II Corporation is a special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purposes of effecting a qualifying acquisition. AQY’s registered office is located at 100 King Street West, 70th Floor, Suite 7050, Toronto, Ontario M5X 1C7.

About Sagicor Financial Corporation Limited

Sagicor is a leading financial services provider in the Caribbean, with over 175-years of history in the region, and has a growing presence as a provider of life insurance products in the United States. Sagicor offers a wide range of products and services, including life, health, and general insurance, banking, pensions, annuities, and real estate. Sagicor’s registered office is located at Cecil F De Caires Building, Wildey, St. Michael, Barbados.

FOR FURTHER INFORMATION PLEASE CONTACT:

Alignvest Acquisition II Corporation
Andre Mousseau
Chief Operating Officer, Alignvest Acquisition II Corporation
(416) 775-1916 or amousseau@alignvest.com

Sagicor Financial Corporation Limited
Samantha Cheung
EVP Investor Relations, Sagicor Financial Corporation Limited
(416) 898-4324 or samantha_cheung@sagicor.com