Sagicor Financial Corporation Ltd (Sagicor), which is listed on the Barbados, Trinidad & Tobago and London stock exchanges, announced today that it has entered into a definitive arrangement agreement with Alignvest Acquisition II Corporation.

Under the agreement, Alignvest will acquire all the shares of Sagicor by way of a scheme of arrangement under the laws of Bermuda, where Sagicor is incorporated, at a price of US$1.75 per share for a value of approximately US$536 million.

Alignvest is a special purpose acquisition corporation that listed on the Toronto Stock Exchange in May 2017 and raised, or received subscriptions for, an aggregate of CD$565 million, according to a news release.

Alignvest’s parent company, Alignvest Management Corporation (AMC), is a leading Canadian alternative investment management firm that seeks to deliver superior risk-adjusted returns for its clients.

Alignvest has no current operations, and this proposed business combination with Sagicor is intended to be its sole and only qualifying acquisition.

Once regulatory approval is received, Sagicor will be listed on the Toronto Stock Exchange (TSX); consequently Sagicor will delist from the Barbados Stock Exchange, the Trinidad and Tobago Stock Exchange and the London Stock Exchange.

The completion of this arrangement is dependent upon certain conditions and other regulatory approvals, as well as approval by the shareholders of Alignvest and Sagicor. If conditions are met, the transaction is expected to close during the first quarter or early in the second quarter of 2019.

Sagicor shareholders as at December 6th, 2018 shall have:

o the option of either US$1.75 per Sagicor share (the cash consideration) or Alignvest common shares in an amount based on an exchange ratio which the parties have agreed has a value of US$1.75 per Sagicor share (the share consideration); or

o a combination of the cash consideration and the share consideration; or for all other holders, the share consideration.

Sagicor believes that the transaction will unlock significant value for its shareholders in several ways:

• A potential listing on the TSX provides access to a liquid exchange market and the opportunity to access sophisticated institutional and large-scale investors, leading to better price discovery

• Cash will be used to support the cash option to shareholders and to fund growth

• Alignvest is delivering significant value to Sagicor with its corporate development acumen and its recruitment of highly experienced directors to the board.

“Furthermore, we are also pleased to announce that Sagicor and Alignvest will acquire Scotiabank’s life insurance operations in Jamaica and in Trinidad & Tobago, and will also enter into a 20-year exclusive agreement where Sagicor will provide insurance solutions to Scotiabank’s clients in Jamaica and Trinidad & Tobago,” the release said.

“Sagicor expects that this transaction will increase annual net income by approximately US$30 million, upon closing. Closing is expected 2020, subject to regulatory approval and certain conditions being met.

“This transaction is transformational for Sagicor and fully supports our strategic agenda. We have come to work very closely with our partners at Alignvest and believe our combined expertise will continue to accelerate Sagicor’s growth strategy with improved access to capital. Our strategic vision remains consistent, and our actions continue to lead us on a path towards being a leading provider of world-class insurance and financial services to meet the changing needs of our customers,” said Dodridge Miller, President and CEO of Sagicor Financial Corporation.

In connection with the transaction, Alignvest will continue from Ontario, Canada to Bermuda and become regulated under the Companies Act 1981 of Bermuda. The head office will remain in Barbados and no changes are expected to the operating companies.