FBL FINANCIAL GROUP, INC. Item 1.01. Entry into a Material Definitive Agreement.
Amendments to Merger Agreement and Rollover Agreement
On
Pursuant to the Merger Agreement, each outstanding Class A common share and
Class B common share of the Company (together, the "Common Shares") that are not
currently controlled by Parent or
The Merger Agreement provides that Parent will be entitled to receive a
termination fee of
Under the Merger Agreement, the "Required Shareholder Vote" is the affirmative vote in favor of adoption of the Merger Agreement of (i) holders of at least a majority of all outstanding Class A common shares and Series B preferred shares, voting together as a single class, (ii) holders of at least a majority of all outstanding Class B common shares and (iii) holders of at least a majority of all outstanding Common Shares held by all of the holders of outstanding Common Shares (excluding IFBF and its affiliates, Parent and its affiliates, and the directors and officers of IFBF, Parent and each of their respective affiliates), in each case, entitled to vote on such matter at a meeting of shareholders duly called and held for such purpose.
In addition, under the Merger Agreement, Parent's obligation to consummate the
Merger is subject to the condition that no more than 5% of the Common Shares
outstanding as of the effective time of the Merger (other than the Common Shares
held by Parent, IFBF, certain of their affiliates, their respective
subsidiaries, the directors and officers of the foregoing persons and any
holders of Common Shares which have failed to perfect, have effectively
withdrawn or which otherwise have lost their rights to appraisal under
On
The foregoing descriptions of the Merger Agreement Amendment and Rollover Amendment do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement Amendment and Rollover Agreement Amendment, which are attached hereto as Exhibit 2.1 and Exhibit 2.2, respectively, and incorporated by reference in their entirety herein.
Cooperation and Support Agreement
On
The Cooperation Agreement provides, among other things, that:
· Voting Matters: The CRM Parties agreed that they would (a) be present for
quorum purposes at any shareholder meeting related to adoption of the Merger Agreement and Merger, (b) vote all of their shares owned as of the record date ofMarch 11, 2021 (the "Record Date") in favor of adopting the Merger Agreement and the transactions contemplated thereby, including the Merger and (c) vote all of their shares owned as of the Record Date against any proposal, action or transaction involving the Company or its subsidiaries that would reasonably be expected to (i) impede, frustrate, prevent or nullify the Merger or the Merger Agreement, (ii) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or (iii) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement. CRM agreed to immediately cease its solicitation efforts in connection with any shareholder meeting related to the approval and adoption of the Merger Agreement and Merger.
· Mutual Release: Subject to customary exceptions, the parties to the Cooperation
Agreement mutually released each other party thereto with respect to any claims they now have, or may have in the future, with respect to the Merger or the Company or the Company's affairs on or before the date of the Cooperation Agreement.
· Expense Reimbursement: The Company agreed to reimburse the CRM Parties up to
$750,000 of their reasonable, documented out-of-pocket fees, costs and expenses incurred in connection with their solicitation of proxies at the Company's special meeting in connection with approval of the Merger Agreement.
· Waiver of Appraisal Rights: The CRM Parties waived any rights of appraisal or
rights to dissent from the Merger that it or its affiliates may have underIowa law with respect to their shares.
· Mutual Non-Disparagement: Subject to customary exceptions, the parties to the
Cooperation Agreement agreed to observe customary non-disparagement provisions.
The foregoing description of the Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Cooperation Agreement, which is attached hereto as Exhibit 10.1, and incorporated by reference in its entirety herein.
Item 8.01. Other Information
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Amendment No. 1 to the Agreement and Plan of Merger, dated as ofMay 2, 2021 , by and amongFarm Bureau Property and Casualty Insurance Company , 5400Merger Sub, Inc. andFBL Financial Group, Inc. 2.2 Amendment No. 1 to Rollover Agreement, dated as ofMay 2, 2021 , by and among 5400Merger Sub, Inc. and the shareholders ofFBL Financial Group, Inc. listed on Schedule I thereto 10.1 Cooperation and Support Agreement, dated as ofMay 2, 2021 , by and amongCapital Returns Management, LLC ,Ronald Bobman ,Farm Bureau Property and Casualty Insurance Company , theIowa Farm Bureau Federation andFBL Financial Group, Inc. 99.1 Press Release issued byFBL Financial Group, Inc. , dated as ofMay 3, 2021 99.2 Presentation Issued byFBL Financial Group, Inc. , dated as ofMay 3, 2021 104 Cover page Interactive Data File formatted as iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. Forward-Looking Statements
Some of the statements in this communication are forward-looking statements (or
forward-looking information). When we use words such as "anticipate," "intend,"
"plan," "seek," "believe," "may," "could," "will," "should," "would," "could,"
"estimate," "continue," "predict," "potential," "project," "expect," or similar
expressions, we do so to identify forward-looking statements. Forward-looking
statements are based on current expectations that involve assumptions that are
difficult or impossible to predict accurately and many of which are beyond our
control, including general economic and market conditions, industry conditions,
operational and other factors. Actual results may differ materially from those
expressed or implied in these statements as a result of significant risks and
uncertainties, including, but not limited to, the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement; the inability to obtain the requisite shareholder approval for
the proposed transaction or the failure to satisfy other conditions to
completion of the proposed transaction; the risk that shareholder litigation in
connection with the proposed transaction may result in significant costs of
defense, indemnification and liability; risks that the proposed transaction
disrupts current plans and operations; the ability to recognize the benefits of
the transaction; the amount of the costs, fees, and expenses and charges related
to the transaction; change in interest rates; changes in laws and regulations;
differences between actual claims experience and underwriting assumptions;
relationships with
Additional Information and Where to Find It
In connection with the proposed transaction,
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