Till Capital to buy IAM-owned Omega Insurance for $15.4 mln

Bermuda-based reinsurance company Till Capital Ltd (TSX-V: TIL) has agreed to acquire Omega Insurance Holdings Inc for around $15.4 million plus an additional amount of up to $3 million for any transactions in process at closing. The deal, which includes Omega subsidiaries Omega General Insurance Co and Focus Group Inc, will increase Till Capital’s insurance and reinsurance capacity and assets, the company said. Based in Toronto, Omega is 77 percent owned by Integrated Partners LP I, a private equity fund affiliated with Canadian alternative assets manager Integrated Asset Management Corp (IAM). The fund invested in the company in 2004.


Till Capital Signs Definitive Agreement to Acquire Omega Insurance Holdings, Inc.

October 14, 2014

HAMILTON, Bermuda–(BUSINESS WIRE)–Till Capital Ltd. (TSX.V:TIL) (the “Company” or “Till”) is pleased to announce the execution of the definitive agreement and share purchase agreement to acquire Omega Insurance Holdings, Inc. (“Omega”), a privately held and fully licensed Toronto, Canada based insurance provider, including its subsidiaries, Omega General Insurance Company and Focus Group, Inc. as previously announced on July 28, 2014. The signing of the agreements is the final step in the transaction with Omega prior to regulatory approval.

The acquisition of Omega increases the Company’s insurance and reinsurance capacity and its assets under management. The combination of Omega’s insurance expertise and the Company’s investment and technical teams is a solid foundation for growth.

Transaction Details

The Company will pay an aggregate purchase price of 1.2 times book value, or approximately $15,400,000 as of June 30, 2014, plus an amount not to exceed $3,000,000 for any transactions in process at closing, in exchange for all of the issued and outstanding shares of Omega. Pursuant to the terms of the agreement with Omega, the Company will acquire all of the issued and outstanding shares of Omega. Completion of the Transaction is subject to approval of Canada’s Office of the Superintendent of Financial Institutions, receipt of approval of the TSX Venture Exchange, and receipt of certain other customary consents.

Omega Insurance Holdings, Inc.

With over $40 million in assets and operating since 2004, Omega offers secure, innovative and customized solutions for Insurers and Reinsurers entering and exiting the Canadian insurance market. Omega offers cost-effective, unique insurance solutions managed by a team of dedicated, seasoned professionals.

Omega’s expertise in both the Canadian start-up phase and Canadian run-off phase for a foreign insurance company gives Omega a strategic advantage in its two main target markets:

1. To provide those insurers wishing to access the Canadian market, an ability to do so in the most efficient manner, through fronting arrangements and other creative solutions;
2. To provide those insurers wishing to exit Canada, through a dedicated company deep in experience in handling “run-off” business, an ability to facilitate such an exit so that their financial, legal, and moral obligations are met on a continuing basis, while being able to repatriate their surplus capital in a more timely fashion.

For more information on Omega Holdings Inc. and Focus Group Inc. please visit www.omegageneral.com.

Till Capital Ltd.

Till Capital Ltd. is a Bermuda-domiciled reinsurance company with a Class 3A reinsurance license; regulated by the Bermuda Monetary Authority. The Company has been structured to produce underwriting profits from reinsurance policies as well as above average returns on Assets under Management.

For additional information:

Till Capital Ltd.
William M. Sheriff
Chairman and Chief Executive Officer
(208) 635 5415

Cautionary Note

The Till shares are restricted voting shares, whereby no single shareholder of Till is able to exercise voting rights for more than 9.9% of the voting rights of the total issued and outstanding Till shares (the 9.9% Restriction”). However, if any one shareholder of Till beneficially owns, or exercises control or direction over, more than 50% of the issued and outstanding Till shares, the 9.9% Restriction will cease to apply to the Till shares.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Till or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. Trading in the securities of Till should be considered speculative.

Neither the TSX Venture Exchange nor its Regulatory Service Provide (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward Looking Information

Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “except”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “will”, “could” and other similar words, or statements that certain events or conditions “may” occur. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. These and all subsequent written and oral forward-looking
information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Till assumes no obligation to update forward-looking information should circumstances or management’s estimates or opinions change.

Till Capital Ltd.
William M. Sheriff, 208-635-5415
Chairman and Chief Executive Officer

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