LMC Capital Provides Fairness Opinion to Majestic Capital
Majestic Capital to Be Acquired by Bayside Capital Partners
Majestic Capital, Ltd. (NASDAQ: MAJC) announced on September 21 that it has entered into a definitive agreement to be acquired by Bayside Capital Partners LLC for $0.45 per share in cash, or an aggregate purchase price of approximately $7.8 million, which represents a premium of 105 percent (%) to Majestic Capital's closing price of $0.22 on September 20, 2010. Bayside Capital Partners is a holding company, the principal members of which are Lancer Financial Group, Inc., David and Timothy Delaney, and individuals who are, in some cases, shareholders of Lancer Financial.
Completion of the transaction is expected to occur in the first quarter of 2011 and is subject to the approval of Majestic Capital's shareholders, regulatory approvals, adoption of certain amendments to the governing documents of Majestic Capital's Trust Preferred Securities, modification of Majestic Capital's lease for office space in Poughkeepsie, New York on terms that are acceptable to Bayside Capital Partners, and other customary closing condidions. Lancer Financial has provided a financing commitment to Bayside Capital Partners for the full amount of the merger consideration.
James Scardino, Chief Executive Officer of Majestic Capital, said: "After a careful review of our strategic alternatives, our Board has concluded that this transaction provides the best opportunity to enhance shareholder value....It will also provide us with attractive long-term opportunities for our employees, customers and business partners."
Majestic Capital, Ltd., through its subsidiaries, is a specialty provider of workers' compensation insurance products, offering workers' compensation insurance coverage, reinsurance, and fee-based management services for self-insured entities in California, New York, New Jersey, Arizona, Nevada, and other states.
LMC Capital provided a fairness opinion to Majestic Capital's Board of Directors and its Special Transaction Committee of independent directors.
