Allstate (ALL) Unit to Acquire SquareTrade in $1.4B Deal

November 28, 2016 4:43 PM EST
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Allstate (NYSE: ALL) disclosed the following on Monday:

Item 1.01. Entry into a Material Definitive Agreement

On November 28, 2016, Allstate Non-Insurance Holdings, Inc. (“ANIHI”), a direct, wholly-owned subsidiary of the Registrant, entered into an Agreement and Plan of Merger with SquareTrade Holding Company, Inc. (“SquareTrade”), Piazza Merger Sub Inc., a direct, wholly-owned subsidiary of ANIHI (“Merger Sub”), Shareholder Representative Services LLC, as the Equityholder Representative, and the Registrant, solely for the limited purpose set forth therein (the “Merger Agreement”), pursuant to which ANIHI agreed to acquire SquareTrade for approximately $1.4 billion in cash through the merger of Merger Sub with and into SquareTrade, subject to the terms and conditions set forth therein (the “Transaction”).

The Merger Agreement contains customary representations and warranties as well as covenants by each of ANIHI and SquareTrade. SquareTrade has agreed, among other things, subject to certain exceptions, to conduct its business in the ordinary course of business consistent with past practice between the date of the Merger Agreement and the closing of the Transaction, and not to take certain specified actions during such period.

The Transaction is expected to close in January 2017. The closing of the Transaction is subject to the expiration or termination of all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, obtaining the required notification from the Financial Conduct Authority of the United Kingdom of Great Britain and Northern Ireland pursuant to the Financial Services and Markets Act (2000) of the United Kingdom of Great Britain and Northern Ireland, the full time and active employment of certain employees of SquareTrade as of the closing, the absence of a material adverse effect on SquareTrade and its subsidiaries, and certain other customary closing conditions.

The Registrant intends to acquire SquareTrade utilizing corporate cash and debt issuance, subject to market conditions.

The Merger Agreement has been filed herewith as Exhibit 2.1, and the description set forth above is qualified in its entirety by the full terms and conditions of the Merger Agreement.

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