Omega co-founder explains his decision to take former firm to court
Omega co-founder John Robinson has suggested that his former firm failed to share some details of the pending takeover by fellow Lloyd’s insurer Canopius with all shareholders.
He has also asked the Supreme Court of Bermuda to clarify whether Omega’s board missed opportunities to sell the company at a higher price.
Omega has returned fire, vowing to “defend the proceedings vigorously”.
Robinson yesterday issued a statement to the London Stock Exchange explaining his decision to take Omega to court over the valuation of his shares under the 67p-a-share Canopius deal.
Omega revealed on 25 June that Robinson had asked the Supreme Court of Bermuda to determine the fair value of his Omega shares.
In the stock exchange announcement, Robinson pointed out that the City Code on Takeovers and Mergers requires equivalent treatment to all holders of shares of the same class, and provide them with sufficient information to reach an informed decision.
But he added: “Notwithstanding the requirements of the City Code, it is not to be assumed in the present case that relevant information made available to certain of the major shareholders was in fact shared with all of them.
“On the contrary, the court may well come to the conclusion that the opposite is true. Accordingly, the valuation exercise will need to take account not only of information that was shared with all of the shareholders but also any such information as ought to have been so, consistent with the City Code, but in fact was not.”
He also said the court’s considerations should include “an assessment of the developments said to have impacted negatively upon shareholder value following a number earlier and more advantageous sale opportunities that were not pursued by the board, or otherwise did not come to fruition, including the prospect of a sale of the company to the same purchaser at a higher price per share only eight months earlier.”
Canopius had originally offered 83p a share for the entire share capital of Omega, but the board opted for a rival 83p-a-share bid for 25% of Omega from Bermudian investment company Haverford, which subsequently fell through.
Omega’s response to Robinson’s statement said: “The board stands by all of its previous statements in support of the acquisition and looks forward to its completion once the remaining regulatory conditions have been satisfied.”
Omega also said that the deal had been approved by shareholders representing 90.3% of its outstanding shares and that Robinson is the only shareholder taking such action.
“The proceedings relate only to the value of Mr. Robinson’s own shares and will not affect the timetable for completion of the acquisition of Omega by Canopius Group Limited,” The Omega statement said.
has accused the board of his former company of missing sale opportunities and failing to share information among all shareholders.
Robinson’s comments follow his decision last month to take Omega to court over the valuation of the company’s shares in the pending takeover by fellow Lloyd’s insurer Canopius.
He has asked the Supreme Court of Bermuda, to determine the fair value of his shares at the time of the acquisition.
