Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, at a special meeting of shareholders held on December 20, 2012 (the Special Meeting), the shareholders of
Presidential Life Corporation, a Delaware corporation (the Company), approved the Agreement and Plan of Merger (the Merger Agreement) dated as of July 12, 2012, as amended from time to time, by and among the Company,
Athene Annuity & Life Assurance Company, an insurance company organized under the laws of the State of Delaware (Athene) and Eagle Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Athene (Merger
Sub).
On December 28, 2012, the Company filed a certificate of merger with the Secretary of State of the State of Delaware, and
Merger Sub merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Athene.
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of the Companys common stock, par value $0.01 per share (Common Stock) (other than shares
(i) held by Athene or the Company or any subsidiary of Athene or the Company or (ii) held by a holder who properly exercised appraisal rights under Delaware law), was automatically converted into the right to receive $14.00 in cash,
without any interest (the Merger Consideration).
Additionally, each unexercised option to purchase Common Stock
(Option) outstanding immediately prior to the effective time of the Merger, was cancelled and converted into the right to receive an amount in cash, if any, without interest and net of all applicable withholding taxes, equal to
(a) the excess, if any, of the Merger Consideration over the per share exercise price of the applicable Option, multiplied by (b) the aggregate number of shares of Common Stock that could be acquired upon exercise of such Option. Each
outstanding restricted share of Common Stock was automatically converted into the right to receive the Merger Consideration.
All such shares
of Common Stock converted into the right to receive the Merger Consideration were automatically cancelled and have ceased to exist, and such holders of Common Stock have ceased to have any rights as a shareholder, except the right to receive the
Merger Consideration.
The total amount of funds necessary to pay the consideration under the Merger Agreement is approximately $414 million.
The foregoing is intended only to be a summary of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement,
a copy of which is attached as Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on July 12, 2012, which is incorporated by reference herein.