Midwest Holding Inc. (NASDAQ: MDWT), a technology-driven life and annuity platform, and Antarctica Capital, an international investment firm, today announced they have entered into a definitive merger agreement whereby an affiliate of Antarctica will acquire Midwest in an all-cash transaction valued at approximately $100 million.
Under the terms of the agreement, Midwest shareholders will receive $27.00 in cash per share, representing a 97% premium to the Company’s closing share price on April 28, 2023, and a 75% premium over Midwest’s 30-day volume-weighted average price as of April 28, 2023.
Georgette Nicholas, Chief Executive Officer of Midwest, said, “This transaction delivers a substantial cash premium to our shareholders while also providing Midwest with the resources necessary to fully capitalize on our platform, business momentum and market opportunity. The Board of Directors and management team conducted a comprehensive review of value creation opportunities, and we are confident this transaction provides a highly attractive outcome for Midwest. We look forward to working with the Antarctica team in this exciting new chapter.”
Chandra Patel, Managing Partner of Antarctica Capital, said, “Midwest is an innovative insurance platform with an impressive team that has built a rapidly growing annuity business. The acquisition of Midwest represents a significant milestone for Antarctica’s insurance strategy. Antarctica brings to Midwest its investment management expertise and asset origination capabilities that will enable Midwest to enhance the value it provides to its policyholders. In addition, we plan on utilizing our platform and existing partnerships to accelerate Midwest’s “capital light strategy” to drive future growth. We look forward to welcoming Midwest to the Antarctica family of companies.”
Following closing, Midwest will continue to be led by its current leadership team. In addition, Midwest is expected to maintain its name, personnel, headquarters in Lincoln, Nebraska, and operational hubs in New York and Vermont.
Approvals
The transaction has been unanimously approved by Midwest’s Board of Directors and is expected to close in the second half of 2023, subject to certain customary closing conditions, including the receipt of insurance regulatory approvals and approval by Midwest shareholders.
Midwest shareholders representing approximately 33% of the Company’s issued and outstanding shares have agreed to vote their shares in favor of the transaction. The transaction is not subject to any financing conditions.
Advisors
RBC Capital Markets is serving as financial advisor to Midwest. Insurance Advisory Partners LLC has rendered a fairness opinion to the Board of Directors in connection with the proposed transaction. Fried, Frank, Harris, Shriver & Jacobson LLP is serving as transaction counsel and Lamson Dugan & Murray LLP and Primmer Piper Eggleston Cramer PC are serving as insurance regulatory counsel to Midwest. Kirkland & Ellis LLP is acting as legal advisor to Antarctica Capital on this transaction.
About Midwest Holding Inc.
Midwest Holding Inc. is a technology-enabled, services-oriented annuity platform. Midwest designs and develops in-demand annuity products that are distributed through independent distribution channels to a large and growing demographic of U.S. retirees. Midwest originates, manages, and typically transfers these annuities through reinsurance arrangements to asset managers and other third-party investors. Midwest also provides the operational and regulatory infrastructure and expertise to enable asset managers and third-party investors to form and manage their own reinsurance capital vehicles. For more information, please visit www.midwestholding.com
About Antarctica Capital
Antarctica Capital is an international investment firm headquartered in New York with assets under management of approximately $1.5 billion as of December 31, 2022. Antarctica Capital is a registered investment advisor and is dedicated to investments in private markets and real assets and the establishment of long-term capital vehicles to leverage this investment focus. Antarctica Capital’s investment approach is active ownership with an inherent focus on sustainability and providing more than capital to develop companies. The firm has an absolute return focus, which leads the firm to rigorously evaluate and build conviction around idiosyncratic investment opportunities and build value through the implementation of its investment strategies, such as SIGA®, SARO® and SEREY™. For more information visit https://antarcticacapital.com/.
