Syncora Holdings Ltd. Response to Unsolicited Tender Offer for Fixed/Floating Series A Perpetual Non-Cumulative Preference Shares
HAMILTON, Bermuda, Oct. 17, 2012 /PRNewswire/ -- Syncora Holdings Ltd. (the "Company") today announced that its Board of Directors (the "Board") recently learned of an unsolicited tender offer for the Company's Fixed/Floating Series A Perpetual Non-Cumulative Preference Shares, CUSIP 81413UAB0 (the "Series A Shares") launched by Southpaw Asset Management LP. The Board has written to holders of the Series A Shares in a letter, the text of which is set forth below:
"To the holders of Fixed/Floating Series A
Perpetual Non-Cumulative Preference Shares
CUSIP 81413UAB0 (the "Series A Shares")
of Syncora Holdings Ltd. (the "Company"):
The Company's Board of Directors (the "Board") recently learned that Southpaw Asset Management LP ("Southpaw") has launched an unsolicited tender offer for the Series A Shares (the "Offer"). Southpaw's offering document states that the Offer is being made on behalf of certain unidentified advised funds.
Under the Company's bye-laws, the Board may decline to approve or register any transfer of shares "if it appears to the Board . . . that any non-de minimis adverse tax, regulatory or legal consequences to the Company, any subsidiary of the Company, or any other direct or indirect holder of shares or its Affiliates would result from such transfer . . . ." To aid the Board in making this determination, the bye-laws authorize the Board to request from any holder of shares, and require the holder to provide, "such information as the Board may reasonably request for the purpose of determining whether any transfer should be permitted."
In accordance with the bye-laws, the Board has sent a letter to Southpaw requesting information it believes is necessary for the Board to make an informed decision as to whether it should permit the transfer and registration of any Series A Shares that may be tendered pursuant to the Offer.
The Board intends to evaluate the Offer and determine what position, if any, to take with respect to the Offer after it has had an opportunity to review the requested information.
Very truly yours,
SYNCORA HOLDINGS LTD."
About Syncora Holdings Ltd.
Syncora Holdings Ltd. (OTC: SYCRF) is a Bermuda-domiciled holding company. For more information please visit www.syncora.com.
Investor & Media Contact:
SOURCE Syncora Holdings Ltd.