Benfield Greig to Acquire E.W. Blanch for USD 179 Million

Apr 16, 2001, 01:00 ET from E.W. Blanch Holdings, Inc.

    LONDON and DALLAS, April 16 /PRNewswire/ -- Benfield Greig Group plc, the
 leading U.K. based independent reinsurance intermediary, and E.W. Blanch
 Holdings, Inc. (NYSE:   EWB), a leading U.S. provider of integrated risk
 management and distribution services, announced today that they have entered
 into a merger agreement under which Benfield Greig will acquire all of the
 outstanding shares of E.W. Blanch for USD 13.50 per share in cash, or
 approximately USD 179 million (GBP 123 million).  The boards of directors of
 both companies unanimously approved the transaction.
     The combined company will be the third largest reinsurance broker in the
 world with pro forma revenues of USD 410 million (GBP 284 million) in 2000.
 The new group will be the largest privately owned reinsurance intermediary in
 the world and will have a global presence with more than 30 offices worldwide
 and over 1,700 employees.  Following the merger, the combined group's U.S.
 operations will be renamed Benfield Blanch.
     John Coldman, Chairman of Benfield Greig, said: "We are delighted to
 announce the merger of Benfield and Blanch which represents another major step
 forward for our group.  Benfield and Blanch are truly compatible businesses
 and are both highly innovative, client focused and driven organizations.  The
 new group will be a powerful competitor in all of the key global reinsurance
 centers and the merger represents an exciting development for our industry."
     Grahame Chilton, Group Chief Executive of Benfield Greig, also commented:
 "We welcome Blanch's people to our team and look forward to working with them
 to ensure a successful merger of these two leading franchises.  This is an
 exciting time for the reinsurance industry, especially in the rapidly changing
 U.S. market.  The addition of Blanch's leading U.S. market position to
 Benfield Greig's existing premier international platform will create the only
 true independent global reinsurance force."
     Chris Walker, Chairman and Chief Executive Officer of E.W. Blanch, said,
 "We believe that Benfield Greig is an excellent partner for us.  Our board
 conducted an extensive process examining our options and determined that this
 transaction best meets our goal of delivering value to our shareholders.  Our
 clients will be well served by the complementary nature of our products and
 geographic scope.  We look forward to working with the Benfield Greig team to
 ensure a rapid and seamless integration of our companies."
     Under the terms of the merger agreement, a wholly owned subsidiary of
 Benfield Greig will commence a tender offer for all outstanding shares of
 E.W. Blanch at the purchase price of USD 13.50 per share in cash within
 10 business days.  The tender offer is scheduled to expire 20 business days
 after commencement unless extended, and is subject to financing and other
 customary terms and conditions including receipt of all antitrust and other
 regulatory approvals.  Following the completion of the tender offer, Benfield
 Greig will acquire any remaining publicly held shares of E.W. Blanch at the
 offer price of USD 13.50 through a merger transaction.
     The approval of certain resolutions by Benfield Greig shareholders
 representing not less than 75% of Benfield Greig's issued share capital is
 required for the proposed transaction to proceed.  Shareholders representing
 over 50% of the issued share capital of Benfield Greig have already indicated
 their intention to enter into irrevocable agreements to vote in favor of these
 resolutions.
     Lexicon Partners and Bear, Stearns & Co. Inc. acted as financial advisors
 to Benfield Greig.  Lazard acted as financial advisor to E.W. Blanch.
 Debevoise & Plimpton, Salans Hertzfeld Heilbronn Christy & Viener and Ashurst
 Morris Crisp acted as legal advisors to Benfield Greig.  Fried, Frank, Harris,
 Shriver & Jacobson acted as legal advisor to E.W. Blanch.
 
     About Benfield Greig
     Benfield Greig was formed in 1997 following the merger of Benfield Group
 plc and Greig Fester Group Limited and is one of the world's leading
 international reinsurance intermediary and risk advisory groups.
     Benfield Greig is an independent group, being privately owned and majority
 controlled by its management and employees.  Also included amongst its
 shareholders are a number of the world's leading insurers and reinsurers.
     For the year ended December 31, 2000, Benfield Greig achieved preliminary
 unaudited total revenue of USD 202.2 million (GBP 139.8 million) and pre-tax
 profit (excluding exceptional items) of USD 54.5 million (GBP 37.7 million).
 
     About E.W. Blanch
     E.W. Blanch is a leading provider of integrated risk management and
 distribution services, including reinsurance intermediary services, risk
 management consulting and administration services and primary distribution
 services.  E.W. Blanch is headquartered in Dallas, Texas with branch offices
 throughout the U.S. and strategic locations in Europe and Latin America.
     For the year ended December 31, 2000, E.W. Blanch generated revenue of
 USD 208.2 million (GBP 144.0 million) and reported a pre-tax loss excluding
 the fourth quarter restructuring charge of USD 3.8 million (GBP 2.6 million).
 
     Lexicon Partners Limited and Bear, Stearns & Co. Inc. which are regulated
 in the United Kingdom by The Securities and Futures Authority Limited, are
 acting for Benfield Greig Group plc in connection with the merger and for no
 one else and will not be responsible to anyone other than Benfield Greig
 Group plc for providing the protections afforded to customers of Lexicon
 Partners Limited and Bear, Stearns & Co. Inc. or for providing advice in
 relation to the merger.
     This announcement has been approved by Lexicon Partners Limited and Bear,
 Stearns & Co. Inc. for the purposes of Section 57 of the Financial Services
 Act 1986.
     This announcement does not constitute an offer or invitation to purchase
 any securities.  Any such offer will only be made in documents to be published
 in due course and any such purchase should be made solely on the basis of
 information contained in those documents.
 
     Except for the historical information contained herein, the matters
 discussed in this news release are forward looking statements that involve
 risks and uncertainties, many of which are outside the control of E.W. Blanch
 Holdings, Inc. and, accordingly, actual results may differ materially.  E.W.
 Blanch Holdings, Inc.'s Form 10-K filed with the SEC includes a discussion of
 these risk factors and is incorporated herein by reference.
 
     THE TENDER OFFER WILL BE MADE ONLY THROUGH DEFINITIVE TENDER OFFER
 DOCUMENTS, WHICH WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
 MAILED TO THE STOCKHOLDERS OF E.W. BLANCH HOLDINGS, INC.  E.W. BLANCH
 HOLDINGS, INC. STOCKHOLDERS SHOULD READ THE TENDER OFFER DOCUMENTS CAREFULLY
 WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
 FOLLOWING COMPLETION OF THE TENDER OFFER, BENFIELD GREIG GROUP PLC WILL
 ACQUIRE ANY REMAINING PUBLICLY HELD SHARES OF E.W. BLANCH AT THE OFFER PRICE
 OF USD 13.50 THROUGH A MERGER TRANSACTION.  INVESTORS AND SECURITY HOLDERS MAY
 OBTAIN A FREE COPY OF THESE STATEMENTS (WHEN AVAILABLE) AND OTHER DOCUMENTS
 FILED BY BENFIELD GREIG GROUP PLC AND E.W. BLANCH HOLDINGS, INC. AT THE SEC'S
 WEBSITE AT WWW.SEC.GOV .  THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY
 ALSO BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO BENFIELD GREIG
 GROUP PLC.
 
 

SOURCE E.W. Blanch Holdings, Inc.
    LONDON and DALLAS, April 16 /PRNewswire/ -- Benfield Greig Group plc, the
 leading U.K. based independent reinsurance intermediary, and E.W. Blanch
 Holdings, Inc. (NYSE:   EWB), a leading U.S. provider of integrated risk
 management and distribution services, announced today that they have entered
 into a merger agreement under which Benfield Greig will acquire all of the
 outstanding shares of E.W. Blanch for USD 13.50 per share in cash, or
 approximately USD 179 million (GBP 123 million).  The boards of directors of
 both companies unanimously approved the transaction.
     The combined company will be the third largest reinsurance broker in the
 world with pro forma revenues of USD 410 million (GBP 284 million) in 2000.
 The new group will be the largest privately owned reinsurance intermediary in
 the world and will have a global presence with more than 30 offices worldwide
 and over 1,700 employees.  Following the merger, the combined group's U.S.
 operations will be renamed Benfield Blanch.
     John Coldman, Chairman of Benfield Greig, said: "We are delighted to
 announce the merger of Benfield and Blanch which represents another major step
 forward for our group.  Benfield and Blanch are truly compatible businesses
 and are both highly innovative, client focused and driven organizations.  The
 new group will be a powerful competitor in all of the key global reinsurance
 centers and the merger represents an exciting development for our industry."
     Grahame Chilton, Group Chief Executive of Benfield Greig, also commented:
 "We welcome Blanch's people to our team and look forward to working with them
 to ensure a successful merger of these two leading franchises.  This is an
 exciting time for the reinsurance industry, especially in the rapidly changing
 U.S. market.  The addition of Blanch's leading U.S. market position to
 Benfield Greig's existing premier international platform will create the only
 true independent global reinsurance force."
     Chris Walker, Chairman and Chief Executive Officer of E.W. Blanch, said,
 "We believe that Benfield Greig is an excellent partner for us.  Our board
 conducted an extensive process examining our options and determined that this
 transaction best meets our goal of delivering value to our shareholders.  Our
 clients will be well served by the complementary nature of our products and
 geographic scope.  We look forward to working with the Benfield Greig team to
 ensure a rapid and seamless integration of our companies."
     Under the terms of the merger agreement, a wholly owned subsidiary of
 Benfield Greig will commence a tender offer for all outstanding shares of
 E.W. Blanch at the purchase price of USD 13.50 per share in cash within
 10 business days.  The tender offer is scheduled to expire 20 business days
 after commencement unless extended, and is subject to financing and other
 customary terms and conditions including receipt of all antitrust and other
 regulatory approvals.  Following the completion of the tender offer, Benfield
 Greig will acquire any remaining publicly held shares of E.W. Blanch at the
 offer price of USD 13.50 through a merger transaction.
     The approval of certain resolutions by Benfield Greig shareholders
 representing not less than 75% of Benfield Greig's issued share capital is
 required for the proposed transaction to proceed.  Shareholders representing
 over 50% of the issued share capital of Benfield Greig have already indicated
 their intention to enter into irrevocable agreements to vote in favor of these
 resolutions.
     Lexicon Partners and Bear, Stearns & Co. Inc. acted as financial advisors
 to Benfield Greig.  Lazard acted as financial advisor to E.W. Blanch.
 Debevoise & Plimpton, Salans Hertzfeld Heilbronn Christy & Viener and Ashurst
 Morris Crisp acted as legal advisors to Benfield Greig.  Fried, Frank, Harris,
 Shriver & Jacobson acted as legal advisor to E.W. Blanch.
 
     About Benfield Greig
     Benfield Greig was formed in 1997 following the merger of Benfield Group
 plc and Greig Fester Group Limited and is one of the world's leading
 international reinsurance intermediary and risk advisory groups.
     Benfield Greig is an independent group, being privately owned and majority
 controlled by its management and employees.  Also included amongst its
 shareholders are a number of the world's leading insurers and reinsurers.
     For the year ended December 31, 2000, Benfield Greig achieved preliminary
 unaudited total revenue of USD 202.2 million (GBP 139.8 million) and pre-tax
 profit (excluding exceptional items) of USD 54.5 million (GBP 37.7 million).
 
     About E.W. Blanch
     E.W. Blanch is a leading provider of integrated risk management and
 distribution services, including reinsurance intermediary services, risk
 management consulting and administration services and primary distribution
 services.  E.W. Blanch is headquartered in Dallas, Texas with branch offices
 throughout the U.S. and strategic locations in Europe and Latin America.
     For the year ended December 31, 2000, E.W. Blanch generated revenue of
 USD 208.2 million (GBP 144.0 million) and reported a pre-tax loss excluding
 the fourth quarter restructuring charge of USD 3.8 million (GBP 2.6 million).
 
     Lexicon Partners Limited and Bear, Stearns & Co. Inc. which are regulated
 in the United Kingdom by The Securities and Futures Authority Limited, are
 acting for Benfield Greig Group plc in connection with the merger and for no
 one else and will not be responsible to anyone other than Benfield Greig
 Group plc for providing the protections afforded to customers of Lexicon
 Partners Limited and Bear, Stearns & Co. Inc. or for providing advice in
 relation to the merger.
     This announcement has been approved by Lexicon Partners Limited and Bear,
 Stearns & Co. Inc. for the purposes of Section 57 of the Financial Services
 Act 1986.
     This announcement does not constitute an offer or invitation to purchase
 any securities.  Any such offer will only be made in documents to be published
 in due course and any such purchase should be made solely on the basis of
 information contained in those documents.
 
     Except for the historical information contained herein, the matters
 discussed in this news release are forward looking statements that involve
 risks and uncertainties, many of which are outside the control of E.W. Blanch
 Holdings, Inc. and, accordingly, actual results may differ materially.  E.W.
 Blanch Holdings, Inc.'s Form 10-K filed with the SEC includes a discussion of
 these risk factors and is incorporated herein by reference.
 
     THE TENDER OFFER WILL BE MADE ONLY THROUGH DEFINITIVE TENDER OFFER
 DOCUMENTS, WHICH WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
 MAILED TO THE STOCKHOLDERS OF E.W. BLANCH HOLDINGS, INC.  E.W. BLANCH
 HOLDINGS, INC. STOCKHOLDERS SHOULD READ THE TENDER OFFER DOCUMENTS CAREFULLY
 WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
 FOLLOWING COMPLETION OF THE TENDER OFFER, BENFIELD GREIG GROUP PLC WILL
 ACQUIRE ANY REMAINING PUBLICLY HELD SHARES OF E.W. BLANCH AT THE OFFER PRICE
 OF USD 13.50 THROUGH A MERGER TRANSACTION.  INVESTORS AND SECURITY HOLDERS MAY
 OBTAIN A FREE COPY OF THESE STATEMENTS (WHEN AVAILABLE) AND OTHER DOCUMENTS
 FILED BY BENFIELD GREIG GROUP PLC AND E.W. BLANCH HOLDINGS, INC. AT THE SEC'S
 WEBSITE AT WWW.SEC.GOV .  THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY
 ALSO BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO BENFIELD GREIG
 GROUP PLC.
 
 SOURCE  E.W. Blanch Holdings, Inc.