Third Point LLC (TPIL ), a New York-based alternative asset manager, has secured shareholder approval for its acquisition of Malibu Life Reinsurance SPC, a life and annuity reinsurance platform.
Rupert Dorey, Chairman of the Board of Third Point Investors Limited said: “Following extensive consultation with our shareholders, the Board is delighted that a significant majority agree that the combination with Malibu represents a unique opportunity to bring a high-quality reinsurance platform to the London market that has the potential to deliver superior value for investors. Throughout this process the Board has been fully cognisant of its duty to the Company and its shareholders as a whole.
“This required an innovative solution that broke from the status quo, had the opportunity to deliver superior value for all shareholders, and that could succeed in winning the support of investors given the conflicting points of view. The Board is confident it has found that balance through a thorough, transparent and independent process, and on behalf of shareholders is genuinely excited by the potential within Malibu. We now look forward to completing the Acquisition and are firmly focused on scaling the platform for success over the coming period.”
Back in July, TPIL announced an improved Redemption Offer for shareholders who wanted to exit their investment. The deal is structured as an all-shared combination on a NAV, with the new offer increasing the redemption amount to approximately $136 million, which includes a Redemption Price of around 95.2% of the Reference NAV, reducing the implied discount to about 4.8%.
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This represents a significant improvement from the original offer of at least $75 million and a deferred payment of around $11 million, which is tied to the gradual liquidation of an “Illiquid Redemption Portfolio”.
Malibu Life Re, launched by Third Point in May 2024, is a life and annuity reinsurer focusing on predictable liabilities within the US fixed annuity market. It operates as a Class B(iii) licensed insurance company in the Cayman Islands.
Combining with Malibu, TPIL highlighted, will transform the company into a compelling UK-listed reinsurance platform with a robust new business pipeline offering investors access to the fast-growing and highly profitable US fixed annuity market.
The transaction had previously received the support of 45% of shareholders who recognise the significant value upside in Malibu, according to the announcement.
Despite this vote, a formal group of investors, called TPIL Investor Group – comprising of Asset Value Investors, Evelyn Partners, Staude Capital, Almitas Capital, and Metage Capital – had opposed the transaction.
The Investor Group stated: “The proposal rides roughshod over accepted UK corporate governance principles. If the Board wants to radically change strategy and structure to pursue an alternative that clearly benefits Third Point’s interests, there is no legitimate reason for the TPIL Board to not provide a full exit opportunity nor provide a vote of independent shareholders. Those that want to invest in Malibu should be free to do so and those that do not should not be forced to.”
The group had previously said it would engage with regulators, the board and the shareholders to ensure the transaction addressed the interests of all parties.
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