Business New: Genex, Kemper-Inifinity Merger

Genex Services, a cost containment services provider to the workers’ compensation, disability and auto industries, announced that funds managed by private equity firm Stone Point Capital LLC have entered into a definitive agreement to acquire a majority interest in Genex from funds advised by Apax Partners, a global private equity firm. The transaction is expected to close in the first quarter of 2018.

Founded in 1978, Genex offers a broad continuum of services including utilization management, case management, bill review, independent medical examinations, Medicare Set-Asides, and Social Security Disability Insurance representation.

SunTrust Robinson Humphrey served as the exclusive strategic and financial advisor to Genex. Financial terms were not disclosed.

Kemper Corporation and Infinity Property and Casualty Corporation announced they have entered into a definitive merger agreement under which Kemper will acquire Infinity in a cash and stock transaction valued at approximately $1.4 billion, or $129.00 per share; the exchange ratio for stock consideration to be issued in the merger is fixed and was determined based on Kemper’s 20-trading day volume weighted average price as of February 12, 2018 of $64.40. Based on Kemper’s February 12, 2018 closing stock price of $57.75, the implied total consideration is approximately $1.3 billion, or $121.01 per Infinity share. The transaction creates a company with increased scale in nonstandard auto insurance and enhanced ability to serve policyholders.

Infinity is a provider of auto insurance focused on serving the specialty, nonstandard segment, with approximately 2,300 employees, 10,600 independent agents and $1.4 billion in 2017 direct written premiums.

Benefits include, increased scale, broader product offering and capabilities and an enhanced financial position.

Sidley Austin LLP represented Kemper Corporation in the acquisition.

Under the terms of the definitive merger agreement, Infinity shareholders will receive $51.60 in cash and 1.2019 Kemper common shares for each share of Infinity common stock. The transaction was valued at approximately $1.4 billion, or $129.00 per Infinity share; the exchange ratio for stock consideration to be issued in the merger is fixed and was determined based on Kemper’s 20-trading day volume weighted average price as of February 12, 2018 of $64.40. This represents an approximately 33percent premium to Infinity’s closing price of $97.05 as of February 12, 2018. Based on Kemper’s February 12, 2018 closing stock price of $57.75, the implied total consideration is approximately $1.3 billion, or $121.01 per Infinity share, an approximately 25 percent premium to Infinity’s closing price of $97.05 as of February 12, 2018. The agreement also contains an election procedure allowing each Infinity shareholder to seek all cash or all stock, subject to proration and adjustment. Following the close of the transaction, Infinity shareholders are expected to own approximately 20 percent of the combined company on a pro forma basis.

Kemper expects to fund the cash portion of the consideration with a combination of cash on hand from the combined companies and other internal resources. No additional financing resources are needed to consummate the transaction, although it may explore issuing an institutional term loan prior to close of the transaction in order to optimize its liquidity position.

The transaction is expected to close in the third quarter of 2018, subject to the satisfaction or waiver of applicable closing conditions, including the approval of shareholders of both companies and receipt of required regulatory clearances and approvals.

Upon completion of the transaction, Infinity’s senior management team will be integrated into the newly-combined organization. Additionally, at closing, Kemper will increase its current Board of Directors by one seat and select a Director from Infinity to join the Kemper Board of Directors.

Goldman Sachs & Co. LLC acted as financial advisor to Kemper and Sidley Austin LLP served as legal counsel to Kemper. Deutsche Bank Securities Inc. acted as financial advisor to Infinity and Keating Muething & Klekamp PLL acted as legal counsel to Infinity.