TORONTO, Dec. 15 /CNW/ - (TSX: KFS, NYSE: KFS) Kingsway Financial
Services Inc. ("Kingsway"), an Ontario corporation, announced today
that it has entered into an agreement (the "Agreement") with JJR VI
Acquisition Corp. ("JJR VI"), a capital pool company listed on the TSX
Venture Exchange, as the next step towards completion of the previously
announced going-public transaction involving its wholly-owned
subsidiaries American Insurance Acquisition Inc. ("AIAI"), American
Country Insurance Company ("ACIC") and American Service Insurance
Company, Inc. ("ASI").
Pursuant to the Agreement, Atlas Acquisition Corp., a wholly-owned
subsidiary of JJR VI, will merge with and into AIAI, JJR VI will be
renamed Atlas Financial Holdings, Inc. ("Atlas") and Atlas will be
continued under the laws of the Cayman Islands. Following the
completion of the merger, ACIC and ASI will be wholly-owned
subsidiaries of Atlas.
Kingsway will retain approximately 75% of the equity and 30% of the
voting rights of Atlas. Kingsway will also hold approximately US$18
million in preferred shares of Atlas.
Completion of the transaction is subject to a number of conditions,
including acceptance and regulatory approval by the TSX Venture
Exchange and by the Illinois Department of Insurance.
There can be no assurance that the proposed transaction will be
completed as proposed or at all.
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding Kingsway, and
its respective subsidiaries and businesses. Such statements are based
on the current expectations of the management of each entity. The
forward-looking events and circumstances discussed in this release,
including completion of the proposed transaction may not occur and
could differ materially as a result of known and unknown risk factors
and uncertainties affecting the companies, including risks regarding
the insurance industry, economic factors and the equity markets
generally. No forward-looking statement can be guaranteed. Except as
required by applicable securities laws, forward-looking statements
speak only as of the date on which they are made and Kingsway and its
subsidiaries undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
The primary business of ACIC and ASI is commercial automobile insurance,
with a niche market orientation and focus on insurance for the "light"
commercial automobile sector including taxi cabs, non emergency
paratransit, limousine/livery and business auto.
Kingsway focuses on non-standard automobile insurance in the United
States of America. Kingsway's primary businesses are the insuring of
automobile risks for drivers who do not meet the criteria for coverage
by standard automobile insurers. The common shares of Kingsway
Financial Services Inc. are listed on the Toronto Stock Exchange and
the New York Stock Exchange, under the trading symbol "KFS".
SOURCE Kingsway Financial Services Inc.