Benzinga | Aug 30, 2021 08:29AM EDT

Independence Holding Company Confirms Co Receives Preliminary Non-Binding Going-Private Offer For $50/Share

Independence Holding Company (NYSE:IHC) today announced that its Board of Directors received a preliminary, non-binding offer from Geneve Holdings, Inc., which through its wholly-owned subsidiaries (collectively, "Geneve") hold an aggregate of approximately 62.5% of the issued and outstanding shares of common stock of the Company (the "Common Stock"), to acquire all of the outstanding shares of Common Stock that are not already beneficially owned by Geneve in a going-private transaction (the "Transaction"). Geneve's proposed purchase price is $50 per share, payable in cash. The offer letter delivered by Geneve to the Board of Directors is publicly available in the Schedule 13D amendment filed today by Geneve with the Securities and Exchange Commission.

The Board of Directors of the Company formed a Special Committee of independent directors to consider the proposal and to review, evaluate, negotiate and approve or disapprove the proposal and alternatives. The consummation of the Transaction is conditioned upon the approval of the Transaction by the Special Committee and by the stockholders of the Company that hold in the aggregate a majority of the outstanding shares of Common Stock that are not held by Geneve and its affiliates and related parties. The consummation of the Transaction is also conditioned upon the consummation of the pending sales of Independence American Holdings Corp. and Standard Security Life Insurance Company of New York.

No decision has yet been made with respect to the Company's response to the proposal or any alternatives thereto. The Board of Directors of the Company cautions that it has only received a proposal, which does not constitute an offer or proposal capable of acceptance and may be withdrawn at any time and in any manner. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that the transaction proposed in the proposal or any other transaction will be approved or completed.

The Company is not obligated to disclose any further developments or updates on the progress of the proposed transaction until either the Company enters into a definitive agreement or the Special Committee determines no such transaction will be approved.