By Lisa Kerner
Charlotte, N.C., May 30 - Quanta Capital Holdings Ltd. agreed to be acquired by Catalina Holdings (Bermuda) Ltd. and Catalina Alpha Ltd. for $2.80 cash per share, or about $197 million.
The offer price is a 55% premium to Quanta's volume-weighted average price per share over the 30 calendar days ending May 29, a Quanta news release said.
There is no financing contingency to the transaction, which is slated to close in the fourth quarter of 2008.
A termination fee of $6 million is included in the agreement, a form 8-K filing with the Securities and Exchange Commission stated.
"We are very pleased to announce this potential transaction, which, when combined with the $1.75 cash dividend per share the board of directors declared in March 2008, would enable us to return $4.55 per share to our shareholders during 2008," Quanta chairman J. Ritchie said in the release.
"This represents approximately 91% of Quanta's Dec. 31, 2007 book value, and approximately 95% of Quanta's book value on Sept. 30, 2006, shortly after we placed it into run-off," Ritchie noted.
Friedman, Billings, Ramsey & Co., Inc. is Quanta's financial adviser. Morgan Stanley & Co. Inc. advised Catalina.
Quanta is a Hamilton, Bermuda, holding company with interests in specialty insurance and reinsurance that it is actively running off.
Catalina Holdings, also a Bermuda company, specializes in the acquisition and management of non-life insurance and reinsurance companies and portfolios in run-off.
| Acquirer: | Catalina Holdings (Bermuda) Ltd.
|
| Target: | Quanta Capital Holdings Ltd.
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| Announcement date: | May 30
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| Transaction total: | $197 million
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| Price per share: | $2.80
|
| Termination fee: | $6 million
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| Expected closing: | Fourth quarter of 2008
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| Stock price for target: | Nasdaq: QNTA: $1.88 on May 29
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