Vote 'FOR' the Proposed Transaction With MassMutual Capital and Cerberus
HAMILTON, Bermuda, Feb. 12 /PRNewswire-FirstCall/ -- Scottish Re Group
Limited (NYSE: SCT), a global life reinsurance specialist, today announced
that Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass
Lewis"), both independent proxy advisory firms, have recommended that Scottish
Re shareholders vote "FOR" each of the proposals described in Scottish Re's
proxy statement dated January 19, 2007 relating to its proposed transaction
with MassMutual Capital Partners LLC ("MassMutual Capital") and certain
affiliates of Cerberus Capital Management, L.P. ("Cerberus").
Scottish Re's board of directors previously unanimously approved the
proposed transaction with MassMutual Capital and Cerberus and recommends that
shareholders vote "FOR" each of the proposals relating to the proposed
In making its recommendation to Scottish Re's shareholders, ISS said,
"there is no guarantee that the company will find an equal or superior offer
from another party. Scottish Re appears to have completed a thorough bid
process, as well as conducted financial due diligence on the feasibility of
conducting a rights issuance or run-off scenario."
The Glass Lewis report stated, "Based on our analysis and the unanimous
support of the board, we believe that the approval of the Securities Purchase
Agreement is in the interests of shareholders. Accordingly, we believe that
shareholders should vote FOR the proposal."
"We are pleased that ISS and Glass Lewis have advised our shareholders to
vote in favor of the proposed transaction with MassMutual Capital and
Cerberus, which will stabilize Scottish Re, provide long-term liquidity
benefits and offers the best opportunity to deliver long-term value to our
shareholders," said Paul Goldean, chief executive officer of Scottish Re.
On November 27, 2006, Scottish Re announced it had entered into an
agreement whereby MassMutual Capital and Cerberus would each invest $300
million into Scottish Re, resulting in a total new equity investment of $600
million. Under the terms of the agreement, MassMutual Capital and Cerberus
will purchase a total of 1,000,000 newly issued convertible preferred shares
of Scottish Re, which may be converted into 150,000,000 ordinary shares of
Scottish Re at any time, subject to certain adjustments, representing a 68.7%
ordinary share ownership on a fully diluted basis at the time of investment.
The transaction has cleared U.S. antitrust review, but remains subject to
additional regulatory approvals, including approvals by certain insurance
regulators, as well as various state and foreign regulatory authorities and
self-regulatory organizations, and approval by the holders of 66 2/3% of
Scottish Re's outstanding ordinary shares entitled to vote at the
extraordinary general meeting of shareholders that will be held in Bermuda on
February 23, 2007.
All shareholders of record are urged to return their proxy card or to vote
by following the instructions for phone or Internet voting that appear on the
proxy card. If you do not vote, the effect will be the same as if you voted
against the transaction. For questions regarding the extraordinary general
meeting of shareholders or the proxy vote, please contact Georgeson Inc. at
Statements attributed to ISS and Glass Lewis are excerpted from
Institutional Shareholder Services "International Proxy Advisory Services"
published February 9, 2007 and Glass Lewis & Co. "Proxy Paper" published
February 9, 2007. Permission to reprint the quoted statements was neither
sought nor obtained.
About Scottish Re
Scottish Re Group Limited is a global life reinsurance specialist.
Scottish Re has operating businesses in Bermuda, Grand Cayman, Guernsey,
Ireland, Singapore, the United Kingdom and the United States. Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance Company
(Cayman) Ltd., Scottish Re (U.S.), Inc., and Scottish Re Limited. Additional
information about Scottish Re Group Limited can be obtained from its Web site,
Media / Investor Inquiries
Sarah Lubman / Catherine Jones
SOURCE Scottish Re Group Limited
Media: Sarah Lubman, or Investor Inquiries: Catherine Jones, both of the
Brunswick Group, +1-212-333-3810
-0- Feb/12/2007 23:25 GMT
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