Scottish Re Group Ltd (fka SKRRF)

[ItsMyOption]

any update on the date that our current holding will be converted to .30? Could we get more? I put an order to sell at .28 but no one wants them. Would love to move into something that can make $$$

[Enterprising Investor]

Closing most likely in July.

Dissenter's rights are one issue.

As discussed in the Information Statement, it is a condition to the obligation of the Investors and Merger Sub to effect the merger transaction that, in connection with the merger transaction, Ordinary Shareholders holding no more than 10% of the issued and outstanding Ordinary Shares (excluding any Owned Shares) have exercised dissenters’ rights under the laws of the Cayman Islands. In connection with the procedures set forth in the Information Statement, the Company received prior to the Extraordinary General Meeting notice of the intent to exercise dissenters’ rights from Ordinary Shareholders in excess of 10% of the outstanding Ordinary Shares (excluding Owned Shares). The Company has 20 days following the vote approving the merger to provide certain notice to these shareholders in accordance with the laws of the Cayman Islands, after which time, to pursue their dissenter's rights further notices need to be provided by these shareholders to the Company. It is not certain that all of the shareholders who submitted pre-meeting notices will pursue their dissenter's rights. At this time, neither the Investors nor Merger Sub have indicated whether they intend to waive compliance with this condition. In the event compliance with this condition is not waived by the Investors and Merger Sub, the merger transaction will not close.

In addition, the merger transaction remains subject to the receipt of certain U.S. and international governmental approvals or consents.

http://www.snl.com/irweblinkx/file.aspx?IID=4021224&FID=11326618

[ItsMyOption]

what day do those lights get turned off and we get our big .30 pps?

[AKAPAK]

Any idea how the SKRUF will fare now that the commons are out of the picture?

[Enterprising Investor]

Turn out the lights - $.30 is it.

[ItsMyOption]

now that the merge was approved does anyone see this going much above .30?

I think it is worth more, but if .30 is all we get I would like to move on into some other stocks.

[mlkrborn]

MFs! approved it!
Scottish Re Group Limited Announces Shareholder Approval of the Merger Agreement and Related Proposals at its June 8, 2011 Shareholder Meeting
Last update: 6/10/2011 8:00:03 AM
HAMILTON, Bermuda, Jun 10, 2011 (BUSINESS WIRE) -- Scottish Re Group Limited ("Scottish Re" or the "Company") (SKRRF) announced today that the merger agreement entered into on April 15, 2011, (the "Merger Agreement") with a newly formed subsidiary ("Merger Sub") of its controlling shareholders, SRGL Acquisition, LDC (an affiliate of Cerberus Capital Management, L.P. ("Cerberus")) and certain affiliates of Massachusetts Mutual Life Insurance Company ("MassMutual Capital" and, together with Cerberus, the "Investors"), and all other related proposals, were approved by its shareholders at the Extraordinary General Meeting of the Company's Shareholders held on June 8, 2011, in Hamilton, Bermuda.
As previously announced, it is a condition to the closing of the merger transaction (as described in the Merger Agreement) that the Merger Agreement be approved by the affirmative vote of (i) the holders of at least 66 2/3% of the Company's Ordinary Shares and the Company's Cumulative Convertible Participating Preferred Shares (the "Convertible Preferred Shares") outstanding (voting on an as-converted basis), voting together as a single class, and (ii) a majority of the Company's Ordinary Shares (excluding generally any Ordinary Shares owned by the Investors, the Company or any of their respective affiliates (the "Owned Shares")), attending and voting at the Extraordinary General Meeting (whether in person or by proxy) (the "Requisite Shareholder Approval"). Notice of the Extraordinary General Meeting at which the Requisite Shareholder Approval was being sought was delivered to shareholders of record as of May 4, 2011, along with an Information Statement dated May 11, 2011 (a copy of which can be viewed on the Company's website at ). In receiving the Requisite Shareholder Approval, 64% of the Company's Ordinary Shares (excluding any Owned Shares) voted FOR the proposal approving the Merger Agreement. As a result, all shareholders (excluding Ordinary Shares held by holders who properly exercise dissenters' rights and Owned Shares) will receive $0.30 per share as merger consideration upon completion of the merger, which remains subject to the satisfaction or waiver of all closing conditions.
Update on Closing Matters
As discussed in the Information Statement, it is a condition to the obligation of the Investors and Merger Sub to effect the merger transaction that, in connection with the merger transaction, Ordinary Shareholders holding no more than 10% of the issued and outstanding Ordinary Shares (excluding any Owned Shares) have exercised dissenters' rights under the laws of the Cayman Islands. In connection with the procedures set forth in the Information Statement, the Company received prior to the Extraordinary General Meeting notice of the intent to exercise dissenters' rights from Ordinary Shareholders in excess of 10% of the outstanding Ordinary Shares (excluding Owned Shares). The Company has 20 days following the vote approving the merger to provide certain notice to these shareholders in accordance with the laws of the Cayman Islands, after which time, to pursue their dissenter's rights further notices need to be provided by these shareholders to the Company. It is not certain that all of the shareholders who submitted pre-meeting notices will pursue their dissenter's rights. At this time, neither the Investors nor Merger Sub have indicated whether they intend to waive compliance with this condition. In the event compliance with this condition is not waived by the Investors and Merger Sub, the merger transaction will not close.
In addition, the merger transaction remains subject to the receipt of certain U.S. and international governmental approvals or consents.
About Scottish Re
Scottish Re Group Limited is a global life reinsurance specialist, with operating businesses in Bermuda, Ireland, and the United States. Its operating subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish Re (Dublin) Limited, and Scottish Re (U.S.), Inc. Additional information about Scottish Re Group Limited can be obtained from its web site, .
SOURCE: Scottish Re Group Limited

[genlou]

Scottish Re Group Limited Announces End of "Go-Shop" Period, Recommendations by Institutional Shareholder Services and Glass Lewis that Shareholders Vote "FOR" the Merger, and Reminder Regarding Effects of Failure of Approve the Merger

[genlou]

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Scottish Re Group Limited Announces End of "Go-Shop" Period, Recommendations by Institutional Shareholder Services and Glass Lewis that Shareholders Vote "FOR" the Merger, and Reminder Regarding Effects of Failure of Approve the Merger

Company Release - 06/01/2011 18:30

HAMILTON, Bermuda--(BUSINESS WIRE)-- Scottish Re Group Limited (“Scottish Re” or the “Company”) (Pink Sheets: SKRRF) announced today the expiration of the 45-day "go-shop" marketing period pursuant to the previously announced merger agreement entered into on April 15, 2011 with a newly formed subsidiary ("Merger Sub") of its controlling shareholders, SRGL Acquisition, LDC (an affiliate of Cerberus Capital Management, L.P. (“Cerberus”)) and certain affiliates of Massachusetts Mutual Life Insurance Company (“MassMutual Capital” and, together with Cerberus, the “Investors”), with no bids, superior or otherwise, having been received.

End of “Go-Shop” Period

As previously announced on April 15, 2011, under the terms of the merger agreement between the Company and affiliates of the Investors, the Company has the right to solicit, receive, evaluate and enter into negotiations with respect to alternative proposals for a 45 day “go-shop” period beginning April 15, 2011 and ending on May 30, 2011 (the “Marketing Period”). In connection with this right, the special committee of the Company's board of directors engaged Bank of America Merrill Lynch (“Merrill Lynch”) to assist the special committee with soliciting alternative proposals for the acquisition of the Ordinary Shares during the Marketing Period. During this period, Merrill Lynch contacted 21 potential acquiring parties that Merrill Lynch believed might be interested in making an alternative proposal. Only three of the contacted parties chose to pursue due diligence investigations of the Company, and no party submitted an alternative proposal for the acquisition of the Ordinary Shares.

Independent Proxy Advisory Firms Recommend Shareholders Vote “FOR” the Merger

The Company further announced that independent proxy advisory firms Glass Lewis & Co. (www.glasslewis.com) (“Glass Lewis”) and ISS Proxy Advisory Services (www.issgovernance.com) (“ISS”), have each recommended that Scottish Re shareholders vote “FOR” the merger and each of the proposals described in the Information Statement.

In making its recommendation to Scottish Re’s shareholders, Glass Lewis said “n light of our conclusions that the rationale for the transaction is sound, the board took appropriate steps to safeguard the interests of the minority shareholders and the negotiations proved to be effective, along with our valuation assessment, we believe the proposed transaction is in the best interests of shareholders.”

The ISS report stated “ased on a review of the terms of the transaction and the factors described [in the ISS report], in particular the significant premium, the special committee’s negotiation process, and an agreement that allowed for a marketing period, shareholder support for the merger is warranted.”

“We are pleased that both ISS and Glass Lewis have each recommended that the Company’s shareholders vote in favor of the proposed merger transaction. Both a special committee of the disinterested directors and the full Board unanimously approved the merger, and we strongly urge shareholders to vote their proxies FOR the transaction," said Jonathan Bloomer, Chairman of the Company.

Statements attributed to Glass Lewis and ISS are excerpted from Glass Lewis & Co. “Proxy Paper” republished on May 27, 2011 and Institutional Shareholder Services “ISS Proxy Advisory Services” publication dated May 20, 2011.

Effects of the Merger Not Being Approved

As discussed in more detail under “The Merger – Effect of Failure to Approve, Authorize and Adopt the Transaction” in the Information Statement dated May 11, 2011 and distributed to shareholders of record as of May 4, 2011 (a copy of which can be viewed on the Company’s website at www.scottishre.com), it is expected that, if the merger is not approved at the Extraordinary General Meeting and, as a result, not consummated, the Investors will continue to hold the Convertible Preferred Shares (the issuance and terms of which were approved by the Company’s shareholders in connection with the Investor’s May 2007 investment of $600 million into Scottish Re) and, as a result of their ownership thereof, will continue to control the Board. If the merger is not consummated, the Investors have advised the Company that they intend to explore strategic alternatives for the Company prior to the 2016 automatic conversion date of the Convertible Preferred Shares. Such strategic alternatives may include, but are not limited to, a sale of all or substantially all of the Company’s assets or a merger or other business combination of the Company with a third-party. In any such transaction, the Investors, through their control of 68.7% of the outstanding voting shares of the Company, can determine the outcome of any required shareholder vote under the applicable provisions of the Company’s Articles of Association and the laws of the Cayman Islands. Moreover, a change in control transaction involving a third party acquirer that is unaffiliated with the Investors would not require approval by the disinterested directors of the Company. If such a strategic alternative is consummated before the May 7, 2016 automatic conversion date of the Convertible Preferred Shares, the Ordinary Shareholders would not be entitled to receive any consideration unless the Company is sold for a price greater than the accreted liquidation preference of the Convertible Preferred Shares (which, as of December 31, 2010, was $759 million in the aggregate and will increase to $803 million at December 31, 2011). This liquidation preference compares to the implied gross enterprise value reference range of $348 million to $599 million under the various valuation methodologies discussed in the Information Statement.

Update on Closing Matters

Following execution of the Merger Agreement on April 15, 2011, the Benton Street Partners limited partnerships that were parties to the merger agreement advised the Company that ownership of its portion of the shares of Merger Sub would be held directly by their affiliate MassMutual Capital Partners LLC, rather than such partnerships. This change has no affect on the terms or conditions of the merger or any of the proposals included on the ballot for the Extraordinary General Meeting.

The proposed Merger transaction has cleared U.S. antitrust review, but remains subject to additional regulatory approvals (including receipt of certain U.S. and international governmental approvals or consents) and approval of a majority of the Ordinary Shares held by persons or entities not affiliated with the Investors or the Company attending and voting at the Extraordinary General Meeting (whether in person or by proxy).

All shareholders of record as of May 4, 2011 are urged to return their proxy card (attached to the Information Statement) or to vote by following the instructions to vote by Internet (www.proxyvote.com) or by phone ([phone]) that appear on the proxy card. For questions regarding the Extraordinary General Meeting or the vote on the proposals set forth in the Information Statement, please contact Morrow & Co., LLC at [phone] (reference “Scottish Re Group Limited” when prompted for the “company name”).

About Scottish Re

Scottish Re Group Limited is a global life reinsurance specialist, with operating businesses in Bermuda, Ireland, and the United States. Its operating subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish Re (Dublin) Limited, and Scottish Re (U.S.), Inc. Additional information about Scottish Re Group Limited can be obtained from its web site, www.scottishre.com.

Source: Scottish Re Group Limited

Contact:

Scottish Re Group Limited

[AKAPAK]

OT sort of: SKRUF

Anybody have any opinions on how well SKRUF will fare based on the recent news such as: Think that they wioll be able to get to full value?

[genlou]

I am not sure,but I hope it will benefit shareholders.

[mlkrborn]

Genious; What do you understand from it?
tia

[genlou]

News /31/2011 Scottish Re Group Limited Finalizes Unwind of its 2005 Orkney I Securitization Transaction and Completes Cession of the Orkney I Block of Business

[mlkrborn]

Genious; what is the news?
tia
mlkr

[genlou]

News on SKRRF site.

[genlou]

News /31/2011 Scottish Re Group Limited Finalizes Unwind of its 2005 Orkney I Securitization Transaction and Completes Cession of the Orkney I Block of Business

[genlou]

How do the news affect investors?.....Scottish Re Group Limited Finalizes Unwind of its 2005 Orkney I Securitization Transaction and Completes Cession of the Orkney I Block of Business

Company Release - 05/31/2011 01:00

HAMILTON, Bermuda--(BUSINESS WIRE)-- Scottish Re Group Limited ("Scottish Re" or the "Company") (Pink Sheets:SKRRF) announced today that it had finalized the unwind of its 2005 Orkney I securitization transaction and completed the cession to Hannover Life Reassurance Company of America (“Hannover Life Re”) of the Orkney I block of business. These transactions are described in Note 14 of the Company’s consolidated financial statements for the three month period ended March 31, 2011 (which financial statements are available on the Company’s web site at www.scottishre.com).

“The unwind of the Orkney I securitization transaction is consistent with our runoff strategy of reducing our reinsurance obligations and simplifying the operations of the Company. The transaction also strengthens the capital and surplus position of our primary U.S. operating subsidiary, Scottish Re (U.S.), Inc., and further positions it for removal of the Order of Supervision issued by the Delaware Department of Insurance in 2009,” stated Meredith Ratajczak, Chief Executive Officer of Scottish Re (U.S.), Inc.

Bank of America Merrill Lynch acted as exclusive financial advisor to the Company in connection with the reinsurance of the Orkney I block of business to Hannover Life Re.

About Scottish Re

Scottish Re is a global life reinsurance specialist, with operating businesses in Bermuda, Ireland and the United States. Its operating subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish Re (Dublin) Limited and Scottish Re (U.S.), Inc. Additional information about Scottish Re can be obtained from its web site, www.scottishre.com.

Source: Scottish Re Group Limited

[h_man_investor]

If they sold it for more than book value- assets minus liabilities. Which they aren't.

[ScottC]

Can someone go through the math on how the Orkney unwind would add to book value?

Thanks-

Scott

[cdaniel394]

Looks like it is slowly drifting up again. Any thoughts or presumptions on where it will be just before the June 8th shareholders meeting? I assume everyone voted no knowing that Cerberus and Mass Mutual would be voting yes.

[mlkrborn]

Good news!

[genlou]

Skrrf first quarter earning report can be viewed on Skrrf site.

[genlou]

News... profitable quarter.

[genlou]

cottish Re Group Limited Posts to its Web Site First Quarter 2011 Consolidated Financial Statements

Company Release - 05/19/2011 20:30

HAMILTON, Bermuda--(BUSINESS WIRE)-- Scottish Re Group Limited ("Scottish Re" or the "Company") (Pink Sheets: SKRRF) announced today that it has posted to its web site its consolidated financial statements for the three month period ended March 31, 2011. For the three month period ended March 31, 2011, Scottish Re reported net income attributable to ordinary shareholders of $22.4 million, or $0.10 per diluted ordinary share, as compared to net income attributable to ordinary shareholders of $99.5 million, or $0.46 per diluted ordinary share, for the three month period ended March 31, 2010.

The $22.4 million of net income attributable to ordinary shareholders for the three month period ended March 31, 2011 was primarily driven by $25.7 million of net realized and unrealized gains associated with the Company’s invested assets.

The $99.5 million of net income attributable to ordinary shareholders for the three month period ended March 31, 2010 was primarily driven by $83.0 million of net realized and unrealized gains associated with the Company’s invested assets and a $36.4 million income tax benefit which principally resulted from a reconsideration of an uncertain tax provision.

The Company’s consolidated financial statements for the three month period ended March 31, 2011, are available on the Company’s web site at www.scottishre.com.

As described in Note 14 of the Company’s consolidated financial statements for the three month period ended March 31, 2011, Scottish Re prepared and began delivering to shareholders on May 11, 2011, in connection with the shareholders meeting to be held on June 8, 2011, an Information Statement. The Information Statement, which provides additional information on, among other things, the agreements and transactions announced by the Company on April 15, 2011, incorporates by reference the Company’s consolidated financial statements for the three month period ended March 31, 2011.

About Scottish Re

Scottish Re Group Limited is a global life reinsurance specialist with operating businesses in Bermuda, Ireland, and the United States. Its operating subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish Re (Dublin) Limited, and Scottish Re (U.S.), Inc. Additional information about Scottish Re Group Limited can be obtained from its web site, www.scottishre.com.

Source: Scottish Re Group Limited

Contact:

[mlkrborn]

I voted against MFs' recs!

[ItsMyOption]

proxy vote? Just a quick look at it the want us to vote yes for only .30 per share - seems it should be valued higher.

I plan to vote against as the PPS price should be higher IMO.

01 TO APPROVE, AUTHORIZE AND ADOPT THE MERGER AGREEMENT, THE PLAN OF MERGER AND THE MERGER (EACH AS DESCRIBED IN THE COMPANY'S INFORMATION STATEMENT, DATED MAY 11, 2011).

For
For Against Abstain
02 TO APPROVE, AUTHORIZE AND ADOPT THE PROPOSED AMENDMENTS (AS DESCRIBED IN THE COMPANY'S INFORMATION STATEMENT, DATED MAY 11, 2011).

For
For Against Abstain
03 TO APPROVE AND ADOPT THE RESOLUTIONS SET FORTH IN THE NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS, DATED MAY 11, 2011.

For
For Against Abstain

[mlkrborn]

0.38 each paid for 20 k shrs at close! over 700k volume! Either short coverage or accumulation prior to general board meeting!

[Enterprising Investor]

SKRRF Announces Meeting Date and Record Date (4/30/11)

HAMILTON, Bermuda--(BUSINESS WIRE)--Scottish Re Group Limited ("Scottish Re" or the "Company") (Pink Sheets:SKRRF) announced today that the Board of Directors of the Company has established June 8, 2011 as the date of the Extraordinary General Meeting of Shareholders to consider the proposed merger announced on April 15, 2011. The meeting will take place at 9:00 a.m. Bermuda Time at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke HM 11 Hamilton, Bermuda HMCX. In addition, the Company announced that its Board of Directors has established May 4, 2011 as the record date for determining shareholders entitled to notice of and to vote at the meeting.

Scottish Re will be preparing and sending to shareholders of record as of May 4, 2011 a notice of the extraordinary general meeting and a proxy statement containing more detailed information regarding the meeting and the proposed merger.

http://www.businesswire.com/news/home/20110429006019/en/Scottish-Group-Limited-Announces-Meeting-Date-Record

[mlkrborn]

EI; Going higher today --day's high 0.32 THO VOLUME DIDNT PICK UP AS OF YET!
OPPPsorry for uppers.
This must be ealy indication that market may value it with its intrinsic value rather than minority's scrwwing majority intersts!

[Enterprising Investor]

SKRRF trades 757,000 shares within 90 seconds.

95,000 at $.29 (11:42:01)
250,000 at $.29
25,000 at $.29
387,000 at $.295 (11:43:33)

[Enterprising Investor]

2,693,468 shares

[mlkrborn]

982 k volume.. What was the volume yesterday?
tia

[Enterprising Investor]

Hold on! SKRRF was selling for half last week. ;o)

If the price had been higher when Cerberus and Mass Mutual dreamed all of this up, the initial offer might have been higher.

[Enterprising Investor]

Mr. Market indicates a higher bid.

It hit $.34 yesterday. Enough for me.

[mlkrborn]

EI; is your 24 hours indicator over? or you are still waiting for it?
tia
GLLs

[mlkrborn]

What a rip off! Any chance shareholders disapprove this shitty "merger"?

[bwana12]

And thou shall be rewarded (IMO).

[genlou]

Will continue to hold my shares.

[LouMannheim]

Great advice, EI. I wonder if anyone actually listened? No skin in this one for me. Just fun watching.

[Enterprising Investor]

SKRRF up in Pre-Market Trading

Last Trade Last: $ 0.265 +$0.10 (60.61%)

[h_man_investor]

Lost $20mm in the quarter.

[insomniac]

Does anyone think SKRUF will be in play as well???

[h_man_investor]

Would be too expensive because they would need to take out MM and Cerberus' liquidation preference that would take place with a change in control (I believe).

I do agree with EI that they could sweeten the deal to get it done, though.

It will be interesting.

[Enterprising Investor]

BlackRock could play a role.

They might be able to negotiate a higher bid or make a counteroffer offer. BlackRock owned 8,602,247 shares or 12.58 percent at 12/31/10.

http://sec.gov/Archives/edgar/data/1064122/000108636411000212/scottishregrou123110.txt

Mr. Market will provide us with an indication in less than 24 hours. I would not recommend anyone placing sell order at $.30 in the morning. They might just be disappointed.

[h_man_investor]

Where do you get them making $260mm on the sale of Orkney? Says in the reports that they will recognize a loss of 149mm?

I don't think your simple math works out here.

[cdaniel394]

EI do you believe their is room for other suitors to jump in?

[Enterprising Investor]

Well planned.

Cerberus started a long time ago.

A large portion of those net realized and unrealized losses are primarily held in the securitization structures, Orkney Re and Orkney Re II. It is important to remember that Cerberus recently purchased $700 million of the $850 million Orkney notes outstanding.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=42296649&txt2find=cerberus

[Enterprising Investor]

"Lucky" as in SKRRF is now "in play".

The "change of control" provision in Convertible Cumulative Participating Preferred Shares has now been turned off, which opens the door to a potential higher bidder.

The only problem with us working together is finding enough shares to derail the offer. Ownership will start shifting on Monday.

[bwana12]

What do you mean "lucky"? We need to get "together" and vote NO! Then we will be lucky.

[bwana12]

Right. Only you would have to add back $200 million (aprox.) from the de-consolidation of Orkney II, and, to the extent it closes, the $260 million gain from the Orkney I devt-buyback. At that stage, even with an additional $250 assumed payment in order to retire the Convert (on top of the $550 it is carried at), you still have around $220 in book value for the Ordinary Shares. Or roughly $3 each.

Now, regarding the timing of things and the accounting, I bet they planned this VERY well so people might just shrug and say: "With book value at $10 million, this ain't that bad". Haha!!