STAMFORD, Conn., Feb. 04, 2022 (GLOBE NEWSWIRE) — Independence Holding Company (NYSE: IHC) (the “Company” or “IHC”) today announced that its Board of Directors has declared a prorated dividend on the Company’s shares of common stock, contingent upon the consummation of the merger of Geneve Acquisition Corp., an indirect wholly-owned subsidiary of Geneve Holdings, Inc. (“Geneve”), with and into the Company, resulting in the Company being an indirect wholly-owned subsidiary of Geneve (the “Merger”). If the requisite stockholder approvals to consummate the Merger are received at the special meeting of stockholders of the Company to be held on February 15, 2022 (the “Special Meeting”), the contingent prorated dividend will be payable in cash to the Company’s stockholders of record as of the close of business on February 15, 2022 (the “Record Date”), payable on February 22, 2022 (the “Payment Date”), contingent upon the consummation of the Merger. If the requisite stockholder approvals to consummate the Merger are not received at the Special Meeting, the Record Date will automatically be changed to be the date of the subsequent special meeting at which the Merger is approved, and the Payment Date will automatically be changed to the date that is five business days after such new Record Date, contingent upon the consummation of the Merger. The amount of the contingent prorated dividend, on a per share basis, is expected to be $.06 per share, but the actual amount of the dividend will be based on a formula equal to (x) $0.44 multiplied by (y) the number of days between, and including, (i) December 28, 2021, which is the payment date of the last regular dividend paid by the Company and (ii) the date of the closing of the Merger, divided by (z) 365.
Because the payment of the dividend is contingent on the closing of the Merger, shareholders must continue to hold their shares of common stock through the closing of the Merger in order to receive the special dividend.
As described in the definitive proxy statement filed by the Company on January 6, 2022, the Merger requires, among other things, the approval of both the holders of a majority of the issued and outstanding shares of the Company’s common stock at the close of business on January 3, 2022, and the holders of a majority of the issued and outstanding shares of the Company’s common stock at the close of business on January 3, 2022 other than shares of common stock held by Geneve and its wholly-owned subsidiaries or beneficially owned by any affiliate of Geneve. There can be no assurance that the Merger will be consummated.
About Independence Holding Company
Independence Holding Company (NYSE: IHC), through our current subsidiaries, distributes Medicare, life, under age 65 health (including Affordable Care Act plans), and other insurance products direct to consumers, via agents and through affinity partnerships. We sell products nationally through multiple channels, including digital, call center and advisors, all of which utilize our CMS-approved Web Broker, www.insxcloud.com. We provide information and quoting capabilities via our domain properties including www.healthinsurance.org; www.medicareresources.org; www.myhealthinsurance.com; and www.healthedeals.com. To learn more visit https://ihcgroup.com. Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions and are based largely on management’s then-current expectations and projections about future events and financial trends as well as their beliefs and assumptions. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. Actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with the ability to obtain the shareholder approval required to consummate the potential going-private transaction and the timing of the closing of the potential going-private transaction, including the risks that a condition to consummating the transaction would not be satisfied within the expected timeframe or at all or that the going-private transaction will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Agreement and Plan of Merger (the “Merger Agreement”) for the acquisition by Geneve Holdings, Inc.; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, (iv) unanticipated difficulties or expenditures relating to the potential going-private transaction, the response of business partners and competitors to the announcement of the potential going-private transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the potential going-private transaction; (v) volatility and uncertainty in the financial markets and general economic conditions, which could have an adverse impact on the Company, and (vi) those risks detailed in the Definitive Proxy Statement and the Company’s most recent Annual Report on Form 10-K, as amended, and Quarterly Report on Form 10-Q, and subsequent reports filed with the Securities and Exchange Commission (“SEC”), as well as other documents that may be filed by the Company from time to time with the SEC. Accordingly, forward-looking statements should not be relied upon as predictions of future events. The Company cannot ensure that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this current report relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events except as required by law.
Additional Information about the Potential Going-Private Transaction and Where to Find It
In connection with the potential going-private transaction, the Company has filed relevant materials with the SEC, including a Definitive Proxy Statement and Rule 13e-3 Transaction Statement. Copies of the Proxy Statement were also sent on or around January 10, 2022 to stockholders of record as of January 3, 2022. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (AS WELL AS AMENDMENTS AND SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE POTENTIAL GOING-PRIVATE TRANSACTION. The Definitive Proxy Statement and other relevant materials, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by the Company by directing a written request to: Independence Holding Company, 96 Cummings Point Road, Stamford, CT 06902, Attn: Secretary. Investors and security holders are urged to read the Proxy Statement and the other relevant materials when they become available before making any voting decision with respect to the potential going-private transaction.
This report shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the potential going-private transaction under the rules of the SEC. Information about the directors and executive officers of the Company and their ownership of shares of the Company’s common stock is set forth in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 16, 2021, as amended by Amendment No. 1 to Form 10-K filed on April 30, 2021, and in subsequent documents filed and to be filed with the SEC, including the Proxy Statement referred to above. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the potential going-private transaction, by security holdings or otherwise, are included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available. These documents are available free of charge at the SEC web site (www.sec.gov) and from the Secretary of the Company at the address described above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
CONTACT: Loan Nisser (646) 509-2107 www.IHCGroup.com