Item 2.02. Results of Operations and Financial Condition.
On February 27, 2023, Argo Group International Holdings, Ltd. (the "Company")
issued a press release announcing its financial results for the fiscal quarter
and year ended December 31, 2022. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The information in this Current Report on Form 8-K and the exhibit attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that Section, nor shall it be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
Item 8.01. Other Events
On February 8, 2023, the Company announced it had entered into a definitive
agreement and plan of merger with Brookfield Reinsurance Ltd. (the "Merger
Agreement") and BNRE Bermuda Merger Sub Ltd., a wholly owned subsidiary of
Brookfield Reinsurance Ltd. (the "Merger Sub"). The Merger Agreement provides
that, subject to the satisfaction or waiver of customary closing conditions set
forth therein, including approval of the merger by the Company's
shareholders, Merger Sub will merge with and into the Company in accordance with
the Bermuda Companies Act 1981 (the "Merger").
On February 15, 2023, the Company's board of directors approved the postponement
of the 2023 annual general meeting until the second half of 2023, as the Board
believes it is in the best interests of all shareholders for the Company to
conduct a special general meeting of shareholders to consider the Merger prior
to holding the 2023 annual general meeting. The exact date, time and location of
the 2023 annual general meeting will be set forth in a notice to shareholders in
the Company's proxy materials that will be filed in connection with the
2023 annual general meeting. If the Merger closes prior to January 1, 2024,
the 2023 annual general meeting will not be held.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
No. Exhibit
99.1 Press Release issued by Argo Group International Holdings, Ltd., dated
February 27, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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