HUB International Limited Elects to Pay All Cash for Kaye Group Inc.

Apr 20, 2001, 01:00 ET from Hub International Limited and Kaye Group Inc.

    TORONTO and NEW YORK, April 20 /PRNewswire Interactive News Release/ --
 Pursuant to the previously announced definitive agreement whereby Hub
 International (TSE: HBG) Limited has agreed to acquire Kaye Group Inc.
 (Nasdaq:   KAYE) by way of a merger transaction, Hub International today has
 given notice to Kaye Group of its intention to replace all of the convertible
 debenture component of the merger consideration with an equal amount of cash.
 Upon the merger, each holder of Kaye Group shares will receive for each share
 held US$14 cash consideration.
     Hub intends to fund the payment of the merger consideration through a
 combination of its own cash reserves, at least US$35 million from the sale of
 convertible debentures to Fairfax Financial Holdings Limited (which currently
 owns approximately 43% of Hub International's outstanding shares) and loans
 from other lenders upon commercially reasonable terms.
 
     Kaye Group offers insurance brokerage, risk management and underwriting
 services throughout the United States from its offices in New York,
 Connecticut, Rhode Island, and California.  In 2000 Kaye Group had revenue of
 US$78 million, and at December 31, 2000 had total assets of US$173 million.
 
     Hub International Limited is an international insurance brokerage with
 operations in Canada and the United States. In 2000 Hub International had
 revenue of US$101 million and at December 31, 2000 had total assets of US$217
 million. The acquisition of Kaye Group, added to current holdings in Chicago
 and the Boston metropolitan area, continues Hub International's expansion into
 the United States.
      Completion of this transaction, anticipated to occur in the second
 quarter of 2001, is subject to the receipt of satisfactory applicable
 regulatory approvals, approval of the merger by the shareholders of Kaye
 Group, compliance with applicable legal and regulatory requirements and
 standard closing conditions.  The holders of approximately 55% of the shares
 of Kaye Group, under individual agreements, have agreed to vote in favor of
 the merger, and have granted Hub an irrevocable option to purchase their
 shares of Kaye Group in the event that the merger is not completed.
     This news release does not constitute an offer of any securities for sale.
 
                     MAKE YOUR OPINION COUNT -- Click Here
                http://tbutton.prnewswire.com/prn/11690X68867122
 
 

SOURCE Hub International Limited and Kaye Group Inc.
    TORONTO and NEW YORK, April 20 /PRNewswire Interactive News Release/ --
 Pursuant to the previously announced definitive agreement whereby Hub
 International (TSE: HBG) Limited has agreed to acquire Kaye Group Inc.
 (Nasdaq:   KAYE) by way of a merger transaction, Hub International today has
 given notice to Kaye Group of its intention to replace all of the convertible
 debenture component of the merger consideration with an equal amount of cash.
 Upon the merger, each holder of Kaye Group shares will receive for each share
 held US$14 cash consideration.
     Hub intends to fund the payment of the merger consideration through a
 combination of its own cash reserves, at least US$35 million from the sale of
 convertible debentures to Fairfax Financial Holdings Limited (which currently
 owns approximately 43% of Hub International's outstanding shares) and loans
 from other lenders upon commercially reasonable terms.
 
     Kaye Group offers insurance brokerage, risk management and underwriting
 services throughout the United States from its offices in New York,
 Connecticut, Rhode Island, and California.  In 2000 Kaye Group had revenue of
 US$78 million, and at December 31, 2000 had total assets of US$173 million.
 
     Hub International Limited is an international insurance brokerage with
 operations in Canada and the United States. In 2000 Hub International had
 revenue of US$101 million and at December 31, 2000 had total assets of US$217
 million. The acquisition of Kaye Group, added to current holdings in Chicago
 and the Boston metropolitan area, continues Hub International's expansion into
 the United States.
      Completion of this transaction, anticipated to occur in the second
 quarter of 2001, is subject to the receipt of satisfactory applicable
 regulatory approvals, approval of the merger by the shareholders of Kaye
 Group, compliance with applicable legal and regulatory requirements and
 standard closing conditions.  The holders of approximately 55% of the shares
 of Kaye Group, under individual agreements, have agreed to vote in favor of
 the merger, and have granted Hub an irrevocable option to purchase their
 shares of Kaye Group in the event that the merger is not completed.
     This news release does not constitute an offer of any securities for sale.
 
                     MAKE YOUR OPINION COUNT -- Click Here
                http://tbutton.prnewswire.com/prn/11690X68867122
 
 SOURCE  Hub International Limited and Kaye Group Inc.