To register securities and approve business combination for its proposed reinsurance business
Overture Acquisition has filed with the Securities and Exchange Commission (SEC) a Form S-4 registration statement to register its warrants and shares concurrent with the approval by its shareholders and warrantholders of its proposed business combination.
The company said that the its to-be-formed wholly owned subsidiary, Overture Re, will amalgamate with JNL Bermuda, which contains a small number of employees and a portfolio of securities. JNL Bermuda, is a wholly owned subsidiary of Jefferson National Life Insurance Company.
In addition, Overture Re will reinsure a portion of JNL’s annuity policies. The consideration in this transaction is $120m. JNL has also agreed to acquire 24.5% of Overture’s outstanding shares by open market purchases, privately negotiated transactions or the purchase of unregistered securities directly from Overture.
According to Overture Acquisition, its registration statement also contains a preliminary proxy statement/prospectus, the definitive form of which will be sent to the Overture shareholders and warrantholders seeking their approval of the business combination and the amendment to the warrant agreement governing the outstanding warrants.
The consummation of the business combination is subject to the review and the declaration of effectiveness of the registration statement by the SEC, the approval of the business combination by Overture’s shareholders and other customary closing conditions. Approval is also subject to holders of less than 30% of Overture’s shares issued in its initial public offering voting against the transaction and electing to exercise their conversion rights.
Overture Acquisition is an acquisition corporation. It is a company formed for the purpose of effecting a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses.