News & Events zu Maiden Holdings Ltd (MHLD)MHLDMaiden Holdings Ltd

Maiden Holdings, Kestrel Group complete business combination

Kestrel Group and Maiden Holdings announced the closing of their previously announced combination, forming a new, publicly listed specialty program group operating under the name Kestrel Group. The combination agreement was previously announced on December 30, 2024. Maiden shares will cease trading on the Nasdaq at close of market on May 27, 2025. Kestrel Group shares will begin trading on the Nasdaq at open of market on May 28, 2025 under the ticker symbol "KG". The combination creates a values-driven insurance organization with a commitment to innovation, client service and long-term relationships. Kestrel Group will continue to write business through its exclusive use of A.M. Best A- FSC XV insurance carriers Sierra Specialty Insurance Company, Rochdale Insurance Company, Park National Insurance Company and Republic Fire and Casualty Insurance Company, all subsidiaries of AmTrust Financial Group, and retains an option to acquire the Insurers from AmTrust.

Maiden Holdings announces shareholder approval of Kestrel deal

Maiden Holdings announced that, at the special general meeting of Maiden shareholders held today, all proposals related to Maiden's proposed business combination with Kestrel Group LLC were approved by Maiden's shareholders. As previously announced, on December 29, 2024, Maiden entered into a Combination Agreement with Kestrel, pursuant to which Maiden and Kestrel will become wholly owned subsidiaries of a newly formed Bermuda company, which will be renamed "Kestrel Group Ltd". Following the closing of the transaction, Bermuda NewCo's common shares are expected to be listed on the Nasdaq Capital Market under the symbol "KG". The transaction remains subject to regulatory approvals and other customary closing conditions. Closing is expected to occur during the second quarter of 2025.

Maiden Holdings, Kestrel Group to combine

Maiden Holdings and Kestrel Group announced that they have entered into a combination agreement to combine and form a new, publicly listed specialty program group. Pursuant to the terms of the combination agreement, at the closing of the transaction, each issued and outstanding common share of Maiden will be converted into the right to receive one common share in a newly formed Bermuda company that will acquire both Maiden and Kestrel. The transaction values Kestrel at up to $167.5M, consisting of upfront cash of $40M, 55M common shares of the combined company valued at $82.5M and an earnout of up to $45M payable in common shares of the combined company. At the closing of the transaction, the combined company will be rebranded as Kestrel Group and expects that its common shares will be listed on the Nasdaq. The combined company will be led by Luke Ledbetter, Terry Ledbetter and Pat Haveron. Following closing of the transaction, Kestrel will continue to write business through its use of A.M. Best A- FSC XV insurance carriers Sierra Specialty Insurance Company, Rochdale Insurance Company, Park National Insurance Company, and Republic Fire and Casualty Insurance Company, all subsidiaries of AmTrust Financial Services. In connection with the transaction, the combined company will have the option to acquire the insurers from AmTrust. The transaction has been unanimously approved by all of the directors of Maiden that voted on the matter and unanimously approved by the board of managers of Kestrel. Following completion of the transaction, the board of directors of the combined company will consist of seven directors, made up of four directors selected by an affiliate of the Ledbetters, two of whom will be independent under applicable securities laws and stock exchange rules, and three directors selected by AmTrust, two of whom will be independent under applicable securities laws and stock exchange rules. In connection with the transaction, Maiden has suspended its share repurchase program. The transaction is subject to certain closing conditions, including the approval of Maiden's shareholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the approval of listing of the shares of the combined company on the Nasdaq and the receipt of certain other regulatory approvals. Closing is expected to occur in the first half of 2025. Assuming that certain proposed amendments to the bye-laws of Maiden that have the effect of eliminating voting "cutback" requirements applicable to certain holders of Maiden common shares are adopted and become effective with the approval of Maiden shareholders, Maiden shareholders holding issued and outstanding shares representing approximately 44.8% of the total issued and outstanding Maiden common shares have agreed to vote in favor of adopting the transactions contemplated by the combination agreement and against certain other transactions.