Kingsway Financial (KFS)

[ScovilleUnits]

Sale of Jevco Insurance Company

Kingsway announces definitive agreement for the sale of Jevco Insurance Company

Monday , January 25, 2010 06:52ET

    -   100% cash transaction for all of the issued and outstanding shares of 
         Jevco 
     -   Transaction subject to regulatory approval

TORONTO, Jan. 25 /PRNewswire-FirstCall/ - Kingsway Financial Services Inc. (NYSE, TSX: KFS) (the "Company") announced today that it has entered into a definitive purchase agreement with The Westaim Corporation (TSX:WED) ("Westaim") pursuant to which, subject to the satisfaction of certain standard closing conditions, including receipt of the approval of the Minister of Finance (Canada), the Company will sell all of the issued and outstanding shares of Jevco Insurance Company ("Jevco") to Westaim for an aggregate purchase price of approximately 94.5% of the book value of Jevco as at December 31, 2009, subject to adjustments. Prior to the closing of the transaction, and subject to insurance regulatory approval, the Company will also receive a dividend of up to CAD$40 million from Jevco. The approval of Westaim shareholders will also be required in connection with associated financing activities. Completion of the transaction is not conditional on financing.

If successfully concluded, the Company plans to immediately purchase sufficient Company debt to ensure it continues to satisfy all financial covenants contained in bond agreements to which the Company and its affiliates are a party. Conditional debt repurchase agreements have been executed in respect of approximately US$47 million of the Company's debt to ensure the timely completion of the debt purchase transactions.

In connection with the negotiation and entering of the definitive purchase agreement, CIBC World Markets Inc. has acted as financial advisor to the Board of Directors of the Company, Ogilvy Renault LLP has acted as legal counsel to the Company, and Cassels Brock and Blackwell LLP and Heenan Blaikie LLP have acted as legal counsel to Westaim.