IHC Group

Independence Holding Company

Feb 15, 2022

Independence Holding Company Announces Completion of Merger

STAMFORD, Conn., Feb. 15, 2022 (GLOBE NEWSWIRE) -- Independence Holding Company (NYSE: IHC) (the “Company”) today announced the completion of the merger (the “Merger”) of the Company with Geneve Acquisition Corp., a Delaware corporation (“Merger Sub”) and indirect wholly-owned subsidiary of Geneve Holdings, Inc., a Delaware corporation (“Geneve”), pursuant to the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated November 9, 2011, by and among the Company, Geneve and Merger Sub.

At a special meeting of the Company’s stockholders held today, February 15, 2022, the proposal to adopt the Merger Agreement was approved by (i) holders of a majority of the issued and outstanding shares of common stock of the Company, par value $1.00 per share (“Common Stock”), at the close of business on January 3, 2022 (the “Record Date”), and (ii) holders of a majority of the issued and outstanding shares of Common Stock at the close of business on the Record Date excluding shares of Common Stock held by Geneve and its wholly-owned subsidiaries (the “Geneve Group”) or beneficially owned by any affiliate of Geneve.

The Merger became effective at 4:01 pm, Eastern time, on February 15, 2022 (the “Effective Time”). At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than (i) shares of Common Stock owned by the Geneve Group, (ii) shares of Common Stock owned or held in treasury by the Company or any of its wholly owned subsidiaries and (iii) shares of Common Stock held by any holder of record of Common Stock who properly exercised appraisal rights under Delaware law (“Dissenting Shares”), were cancelled and converted into the right to receive $57.00 per share in cash, without interest (the “Merger Consideration”). As a result of the Merger, the Company became an indirect wholly-owned subsidiary of Geneve. The Company Common Stock will be de-listed from, and no longer trade on, the New York Stock Exchange as of prior to the opening of trading on February 16, 2022. The Company intends to file with the Securities and Exchange Commission a notice on Form 15 of termination of registration of the Common Stock, and suspension of the Company’s reporting obligations, under the Securities Exchange Act of 1934, as amended.

In addition, as previously announced by the Company on February 4, 2022, as a result of the completion of the Merger, a prorated dividend on the Company’s shares of Common Stock (the “Final Dividend”) will be payable in cash on February 22, 2022 to the Company’s stockholders of record as of the close of business on February 15, 2022. The amount of the Final Dividend, on a per share basis, is $0.06 per share, calculated as follows: (x) $0.44 multiplied by (y) 50, which is the number of days between, and including, December 28, 2021, the payment date of the last regular dividend previously paid by the Company, and February 15, 2022, the closing date of the Merger, divided by (z) 365.

At the Effective Time, the Company’s stockholders immediately before the Effective Time ceased to have any rights in the Company as stockholders, other than their right to receive (i) the Merger Consideration (other than the Geneve Group) or, with respect to stockholders holding Dissenting Shares, appraisal rights, and (ii) the Final Dividend. Stockholders will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the Merger Consideration. Stockholders should wait to receive the letter of transmittal before surrendering their share certificates. Stockholders of the Company that hold shares in street name will receive the Merger Consideration in their brokerage or similar accounts.

About Independence Holding Company

Independence Holding Company (NYSE: IHC), through our current subsidiaries, distributes Medicare, life, under age 65 health (including Affordable Care Act plans), and other insurance products direct to consumers, via agents and through affinity partnerships. We sell products nationally through multiple channels, including digital, call center and advisors, all of which utilize our CMS-approved Web Broker, www.insxcloud.com. We provide information and quoting capabilities via our domain properties including www.healthinsurance.orgwww.medicareresources.orgwww.myhealthinsurance.com; and www.healthedeals.com. To learn more visit https://ihcgroup.com.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions and are based largely on management’s then-current expectations and projections about future events and financial trends as well as their beliefs and assumptions. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. Actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, volatility and uncertainty in the financial markets and general economic conditions, which could have an adverse impact on the Company and those risks detailed in the Company’s most recent Annual Report on Form 10-K, as amended, and Quarterly Report on Form 10-Q, and subsequent reports filed with the Securities and Exchange Commission (the “SEC”), as well as other documents that may be filed by the Company from time to time with the SEC. Accordingly,  forward-looking statements should not be relied upon as predictions of future events. The Company cannot ensure that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this current report relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events except as required by law.

CONTACT: Loan Nisser
(646) 509-2107
www.IHCGroup.com


Independence Holding Company