Universal Insurance Holdings Inc. of Miami received correspondence regarding a proposed takeover by Golden Apple Holding Company, a subsidiary of Navigator Ventures Inc. (OTCBB:NVGV), that reportedly seeks to acquire all or a majority of the outstanding shares of UIH.
To date, UIH has not had any discussions with Golden Apple with respect to the sale of the Company or about any other transaction. Consistent with previously announced policy and its obligations to stockholders, UIH will present the “proposal” and the results of its preliminary due diligence examination to UIH’s Board of Directors at its next scheduled meeting in early December.
As part of its initial due diligence examination of Golden Apple Holding Company, UIH reviewed public records of the Florida Department of Insurance and public disclosures by Golden Apple. That review identified Saul Fraynd as a director and Chief Operating Officer of Golden Apple. Mr. Fraynd is also a principal in Aries Insurance Company and Onyx Insurance Group.
A November 14, 2002 press release from the Florida Department of Insurance reports that a Florida circuit court has ordered the liquidation of Aries because the company’s liabilities greatly exceed its assets. The Department’s press release indicates that Aries previously was restricted from writing new business and now will have all of its in-force policies terminated by mid-December.
A November 8, 2002, press release from the Department stated that Aries’ principals engaged in “delay tactics” that created difficulties for consumers and further mentioned the Department’s belief that an affiliated service provider to Aries owes Aries in excess of $20 million that remains unpaid.
UIH will conduct an appropriate review of any proposal relating to any acquisition of the Company. Any proposal, including that of Golden Apple, to acquire all or a majority of UIH’s common stock ultimately would be subject to review and approval by the Florida Department of Insurance.
In light of the foregoing, UIH’s management has concerns about whether an acquisition of UIH by Golden Apple would be approved by the Department or would otherwise be in the best interests of the Company and its stockholders. UIH will continue to seek information regarding Golden Apple and its proposal so that UIH’s Board of Directors will be in a position to determine the best course of action for the Company.
Topics Florida Mergers & Acquisitions
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