Hub International Amends Arrangement Agreement



    CHICAGO, March 22 /CNW/ - Hub International Limited (NYSE:  HBG) (TSX:HBG)
("Hub"), one of the leading insurance brokers in North America, announced
today that the Arrangement Agreement pursuant to which Hub will be acquired by
funds advised by Apax Partners ("Apax") together with Morgan Stanley Principal
Investments ("MSPI") has been amended to, among other things, increase the
consideration to be received by Hub's shareholders to US$41.50 in cash per
common share from US$40.00. The increase in consideration followed receipt by
Hub of competing proposals. In the event the amended Arrangement Agreement is
terminated under specified circumstances, Hub will be obligated to pay a
break-up fee of 3% of the equity value of the transaction (US$53 million).

    The amendments to the Arrangement Agreement have been unanimously
approved by Hub's board of directors (with interested directors abstaining)
following the unanimous recommendation of a special committee comprised of
disinterested directors, which was formed to, among other things, evaluate the
terms of the transaction.

    As previously disclosed, the transaction is expected to be completed
toward the end of the second quarter of 2007 and is subject to shareholder
approval, Canadian court approval, and other regulatory approvals including
merger notification filings in the United States and Canada, as well as
customary closing conditions. Morgan Stanley and Merrill Lynch & Co. have
provided commitments for the debt portion of the financing for the
transaction.

    Merrill Lynch & Co. is acting as financial advisor to Hub and Shearman &
Sterling LLP is acting as legal advisor to Hub.

    Scotia Capital Inc. is acting as independent financial advisor to Hub's
special committee and Goodmans LLP is acting as independent legal advisor to
Hub's special committee.

    Morgan Stanley and Stephens Inc. are acting as financial advisors to Apax
and Ropes & Gray LLP is acting as its legal advisor. Sullivan & Cromwell LLP
is acting as legal advisor to MSPI.

    About Hub:

    Headquartered in Chicago, IL, Hub International Limited is a leading
North American insurance brokerage that provides a broad array of property and
casualty, reinsurance, life and health, employee benefits, investment and risk
management products and services through offices located in the United States
and Canada.

    About Apax:

    Apax is one of the world's leading private equity investment groups. It
operates across the United States, Europe, Israel and Asia and has more than
30 years of investing experience. Funds under the advice of Apax total $20
billion around the world. These funds provide long-term equity financing to
build and strengthen world-class companies. Apax funds invest in companies
across its global sectors of Tech & Telecom, Retail & Consumer, Media,
Healthcare and Financial & Business Services.

    About Morgan Stanley:

    Morgan Stanley (NYSE:  MS) is a leading global financial services firm
providing a wide range of investment banking, securities, investment
management, wealth management and credit services. The Firm's employees serve
clients worldwide including corporations, governments, institutions and
individuals from more than 600 offices in 30 countries. For further
information about Morgan Stanley, please visit www.morganstanley.com

    Morgan Stanley Principal Investments is a Morgan Stanley capital
investment vehicle. Recent MSPI investments include Moelnlycke Care Group AB,
Grifols S.A. and U.S. Oncology.

    Important Additional Information will be Filed with Securities
Regulators:

    Hub will file a copy of the amendment to the Arrangement Agreement with
the Securities and Exchange Commission and Canadian securities regulators. In
connection with the proposed transaction, Hub will mail a proxy statement to
its shareholders, and has filed a preliminary proxy statement with the
Securities and Exchange Commission and Canadian securities regulators.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS HUB FILES, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE TRANSACTION AND THE PARTIES THERETO.

    Investors and security holders may obtain a free copy of the Arrangement
Agreement, the amendment thereto and the proxy statement and other documents
filed by Hub at the Securities and Exchange Commission's Web site at
http://www.sec.gov and at the Canadian securities regulators Web site at
http://www.sedar.com. The proxy statement and such other documents may also be
obtained for free from Hub by directing such request to Investor Relations,
Hub International Limited, 55 East Jackson Boulevard, Chicago, IL 60604,
telephone: (877) 402-6601.

    Hub and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation
of proxies from Hub's shareholders in connection with the proposed
transaction. Information concerning the interests of Hub's management who are
participating in the solicitation, which may be different than those of Hub
shareholders generally, is set forth in Hub's proxy statements and Annual
Reports on Form 10-K, filed with the Securities and Exchange Commission, and
in the proxy statement relating to the transaction when it becomes available.

    Forward Looking Statements:

    This press release may contain "forward-looking statements" as defined in
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that reflect our current expectations regarding our future growth,
results of operations, cash flows, performance and business prospects, and
opportunities, as well as assumptions made by, and information currently
available to, our management. We have used words such as "anticipate,"
"believe," "expect," "intend," "plan," "project," "will continue," "will
likely result," and similar expressions to indicate forward-looking
statements, however, these words are not the exclusive means of identifying
these forward-looking statements. These statements are based on information
currently available to us and are subject to various risks, uncertainties, and
other factors that could cause our actual growth, results of operations,
financial condition, cash flows, performance and business prospects, and
opportunities to differ materially from those expressed in, or implied by,
these statements, including, but not limited to: risks associated with
implementing our business strategies, identifying and consummating
acquisitions, successfully integrating acquired businesses, attaining greater
market share, resolution of regulatory issues and litigation, including those
related to compensation arrangements with insurance carriers, the possibility
that the receipt of contingent compensation from insurance carriers could be
prohibited, developing and implementing effective information technology
systems, recruiting and retaining qualified employees, fluctuations in the
demand for insurance products, fluctuations in the premiums charged by
insurance carriers, with corresponding fluctuations in our premium-based
revenue, fluctuations in foreign currency exchange rates, any loss of services
of key executive officers, industry consolidation, increased competition in
the industry, the actual costs of resolution of contingent liabilities, the
passage of new federal, state or provincial legislation subjecting our
business to regulation in the jurisdictions in which we operate, and those
discussed in our Annual Report on Form 10-K, particularly under the caption
"Risk Factors," filed with the Securities and Exchange Commission and the
Canadian securities commissions. These uncertainties and other factors also
include, but are not limited to, risks associated with the transaction,
including the occurrence of any event, change or other circumstances that
could give rise to the termination of the amended Arrangement Agreement, the
inability to complete the transaction due to the failure to obtain shareholder
approval or the failure to satisfy other conditions to completion of the
transaction, including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, the failure to obtain
the necessary debt financing arrangements set forth in commitment letters
received in connection with the transaction, risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the transaction. Many of the
factors that will determine the outcome of the subject matter of this press
release are beyond Hub's ability to control or predict. We caution readers not
to place undue reliance on these forward-looking statements, which speak only
as of the date of this press release. Except as otherwise expressly required
by federal or provincial securities laws, we undertake no obligation to update
or publicly announce the revision of any of the forward-looking statements
contained herein to reflect new information, future events, developments or
changed circumstances or for any other reason.




For further information:

For further information: Hub W. Kirk James, +1 312-279-4881 Chief
Corporate Development Officer or Apax Peter Jeton, +1 212-419-2417 Chief
Operating Officer Apax Partners L.P. or Morgan Stanley Mark Lake, +1
212-761-0814 Executive Director, Corporate Affairs

Organization Profile

HUB INTERNATIONAL LIMITED

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