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Bank of Bermuda Distributes Proxy Statement In Connection With Amalgamation
The Bank is also announcing a series of Open Forums for Shareholders where management of the Bank will speak about the amalgamation and take questions. The Forums will be held at 5:30 p.m. in the Head Office of the Bank on Front Street, Hamilton, on the following dates: Monday 15 December; Wednesday 17 December; Thursday 8 January and Friday 16 January.
As previously announced, if the amalgamation is approved and consummated, Bank shareholders would receive consideration totalling $45 in cash for each Bank share owned, consisting of BD $5 special cash dividend plus US $40 in cash. The special dividend will be paid only if the amalgamation occurs.
The Proxy Statement outlines in detail the strategic rationale for the amalgamation and provides a written fairness opinion from the Bank's independent financial advisor, Merrill Lynch, as to the value to be received by Shareholders.
The vote of all shareholders is important and the Board asks all shareholders to carefully consider and support the rationale for the amalgamation. Shareholders are urged to sign, date and mail their proxy card as soon as possible, whether or not they plan to attend the special general meeting, to ensure that their shares are voted. There are different voting deadlines, and shareholders should consult the instructions particular to them, as may be required by their nominee or broker. A special call center has been established for Bermuda shareholders requesting assistance, which they call during normal business hours at 299-5025.
The Bank's Board of Directors unanimously recommends that shareholders vote for approval of the amalgamation agreement and the amalgamation. The Board asks all shareholders to support the amalgamation for the reasons outlined.
The Board reached this determination after carefully considering the value being offered to shareholders, the benefits of the amalgamation for the Bank, its shareholders, customers, employees, and the people of Bermuda, as well as the challenges associated with continuing as an independent entity during a time of heightened competition, globalization and difficult market conditions.
The Board of Directors determined that there was a strong likelihood that large international companies with stronger balance sheets and more diverse product offerings would create competitively detrimental conditions, internationally and in Bermuda, that could, in the future, have a negative effect on our growth and share price.
By contrast, the amalgamation and $45 per share consideration secure a 16.3% premium for shareholders over the average closing price of Bank shares in the ninety days prior to the agreement with HSBC and enable shareholders to realise this value immediately.
The Board further believes that HSBC, "the world's local bank," offers a unique fit, not only in the Bank's lines of business, but in its business conduct, appreciation for community and commitment to philanthropy.