BF&M Limited, the holding company of the BF&M group of companies, and Argus Group Holdings Limited has announced they plan to combine and create a new combined Bermuda-headquartered multi-line insurer.
Both Bermudian companies have signed a definitive amalgamation agreement, pursuant to which BF&M and Argus will combine in an all-stock transaction.
According to the announcement, under the terms of the agreement, Argus will amalgamate with Eleos Health Ltd., a wholly owned subsidiary of BF&M, with Argus shareholders receiving 0.251 BF&M common shares for each Argus share that they hold.
Following the closing of the transaction, which is still subject to regulatory approvals and shareholder approval, BF&M shareholders will own approximately 60% and Argus shareholders will own approximately 40% of the combined group.
The transaction is expected to be completed in the fourth quarter of 2024.
“The boards of directors of both Argus and BF&M unanimously approved the amalgamation agreement. The boards of directors of both companies believe the transaction represents a compelling opportunity to create a stronger, more efficient and more diversified group,” BF&M stated.
Adding: “The proposed amalgamation brings together two Bermudian insurers with complementary expertise, product lines and geographic footprints. The increased scale of the combined group will support ongoing investment in best-in-class products and services, accelerate growth plans, and bring greater buying power in the context of ongoing inflationary headwinds.”
The amalgamation is expected to result in an enhanced portfolio of businesses across Property & Casualty, Life, Health, and Pensions; greater scale in healthcare to help mitigate rapidly rising costs in Bermuda; and expanded geographic reach with established and well-recognised brands across Bermuda, among other benefits.
Abigail Clifford, Group President and Chief Executive Officer of BF&M, said: “This proposed combination would meaningfully accelerate our progress across BF&M’s three strategic pillars – growth, efficiency, and service – and better position both organisations to navigate the rapidly evolving insurance landscape as one unified enterprise.
“Together, we are committed to maintaining our proud heritage as Bermudian businesses and developing innovative solutions to improve the quality of life for our island while ensuring our insureds and patients have choice and access to care.”
Argus Chief Executive Officer Alison Hill, commented: “Our strategy has always been to grow our business so that we can better leverage scale and buying power for the benefit of our customers and community. I am incredibly proud of the progress that we have made over the last fifteen years to transform Argus.
“We have diversified our business lines, grown our markets and delivered impressive shareholder value. I am therefore delighted that this transformation is culminating in the formation of a Bermudian insurance champion to serve the people of Bermuda and our other international communities.”
Following closing Clifford, current CEO of BF&M, will be Chief Executive Officer of the combined group and Peter Dunkerley, current CFO and Deputy CEO of Argus, will become Chief Financial Officer of the combined group.
Additionally, BF&M’s board of directors will consist of 10 directors: six current BF&M directors (Abigail Clifford, Anthony Joaquin, Conor O’Dea, Gordon Henderson, Andrew Lo and Paul Markey) and four current Argus directors (David Brown, Barclay Simmons, Costas Miranthis and Kim Wilkerson).
Anthony Joaquin, who currently serves as Chairman of BF&M, will serve as Chairman of the combined group.
