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SRGL 2011 Information Statement

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SRGL 2011 Information Statement Scottish Re Group Limited P.O. Box HM 2939 Crown House, Second Floor 4 Par-la-Ville Road Hamilton HM 08, Bermuda May 11, 2011 Dear Scottish Re Group Limited Shareholder: You are cordially invited to attend the Extraordinary General Meeting of Shareholders of Scottish Re Group Limited (the “Company”), to be held at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke HM 11 Bermuda HM CX, on June 8, 2011, at 9:00 a.m., Bermuda time. The enclosed Notice of Extraordinary General Meeting of Shareholders to be held on June 8, 2011 (the “Notice”) and information statement describe fully the formal business to be transacted at the Extraordinary General Meeting. At this important meeting, you will be asked to consider and vote upon proposals (i) to approve, authorize and adopt the Agreement and Plan of Merger, dated as of April 15, 2011 (as amended or supplemented, the “Merger Agreement”), by and among the Company, SGRL Acquisition, LDC (“SRGL LDC”), Benton Street Partners I, L.P. (“Benton I”), Benton Street Partners II, L.P. (“Benton II”), Benton Street Partners III, L.P. (“Benton III” and, together with Benton I and Benton II, “Benton”) and SRGL Benton Ltd. (“Merger Sub”) and the plan of merger referred to in Section 233(3) of the Companies Law (2010 Revision), as amended (the “Plan of Merger”), and the merger contemplated thereby, (ii) to make certain amendments to the Company’s Amended and Restated Articles of Association (amended and restated by Special Resolutions passed on March 2, 2007) (the “Proposed Amendments”) and (iii) to approve and adopt certain resolutions relating to the foregoing proposals (the “Resolutions”). SGRL LDC is an entity controlled by funds and accounts affiliated with Cerberus Capital Management, L.P., and Benton I, Benton II and Benton III are entities controlled by an affiliate of MassMutual Capital Partners LLC. Benton and SRGL LDC together are referred to as the “Investors.” Merger Sub is a newly formed Cayman Islands exempted company limited by shares and wholly-owned by the Investors. The Merger Agreement is attached as Annex A to the enclosed information statement, the Plan of Merger is attached as Annex B to the enclosed information statement, and the Proposed Amendments are attached as Exhibit A to the Notice. The Merger Agreement and the Plan of Merger provide for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company after the merger (the “Merger”). If the Merger is completed, each ordinary share of the Company, par value $0.01 per share (the “Ordinary Shares”), outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than any shares owned by the Investors, Merger Sub, any wholly- owned subsidiary of the Investors or Merger Sub, or owned by the Company or any wholly- owned subsidiary of the Company (the “Owned Shares”) and any Ordinary Shares owned by shareholders who have perfected and not withdrawn a demand for dissenters’ rights under Cayman Islands law (together, the “Excluded Shares”)) will be cancelled and converted into the right to receive $0.30 in cash, without interest (the “Merger Consideration”), at the Effective Time. The Company’s Non-Cumulative Perpetual Preferred Shares (the “Perpetual Preferred Shares”) and the Company’s 7.25% Convertible Cumulative Participating Preferred Shares (the “Convertible Preferred Shares” and, together with the Perpetual Preferred Shares, the “Preferred Shares”) will remain issued and outstanding following the Effective Time, unaffected by the Merger. Upon completion of the Merger, all of the outstanding voting shares of the Company will be entirely owned by the Investors. To assist in evaluating the fairness of the proposed Merger to holders of the Ordinary Shares, our board of directors (the “Board”) formed a special committee comprised of the Company’s independent directors (the “Special Committee”). The Special Committee was asked to consider the terms and conditions of the Merger, to determine, in its opinion, whether the Merger Consideration is fair, from a financial point of view, to the holders of the Ordinary Shares, and to make a recommendation to the Board. The independent directors are not employees of or affiliated with the Company (other than in their respective capacities as independent directors) or the Investors. Both the Special Committee and the Board have determined that the Merger Consideration is fair, from a financial point of view, to the holders of the Ordinary Shares and unanimously recommend that you vote “FOR” the approval, authorization and adoption of (i) the Merger, the Merger Agreement and the Plan of Merger, (ii) the Proposed Amendments and (iii) the Resolutions. Pursuant to the Merger Agreement, the Merger cannot occur unless the Merger, the Merger Agreement and the Plan of Merger are approved, authorized and adopted by the affirmative vote of (i) the holders of at least 66 2/3% of the Ordinary Shares and the Convertible Preferred Shares outstanding (voting on an as-converted basis), voting together as a single class, and (ii) a majority of the Ordinary Shares, excluding any Owned Shares, attending and voting at the Extraordinary General Meeting (whether in person or by proxy). The Proposed Amendments and the Resolutions must be approved, authorized and adopted by the affirmative vote of the holders of at least 66 2/3% of the Ordinary Shares and the Convertible Preferred Shares outstanding (voting on an as-converted basis), voting together as a single class. The Investors have agreed to vote the Convertible Preferred Shares at the Extraordinary General Meeting on an as-converted basis, representing approximately 68.7% of the voting power of all of our shareholders entitled to vote at the meeting, in favor of the proposals set forth in the enclosed information statement. The Merger is also subject to the satisfaction of the other conditions to closing, including the receipt of required regulatory approvals. We currently expect that these regulatory approvals will be obtained and that, assuming the receipt of the requisite shareholder approval, the closing of the Merger will occur in the second quarter of 2011. Certain directors and officers will be present at the Extraordinary General Meeting and will be available to respond to any questions you may have. We hope you will be able to attend. Whether or not you plan to attend the Extraordinary General Meeting, please submit your proxy by promptly (i) completing, signing, dating and returning the enclosed proxy card for receipt on or prior to June 7, 2011, (ii) visiting www.proxyvote.com before 11:59 p.m. Eastern time on June 7, 2011 or (iii) calling 1-800-690-6903 before 11:59 p.m. Eastern time on June 7, 2011. This solicitation is being made by the Company on behalf of the Board. If you sign, date and return your proxy card without indicating how you want to vote, and do not revoke the proxy, your proxy will be counted as a vote “FOR” approval, authorization and adoption of (i) the Merger, the Merger Agreement and the Plan of Merger, (ii) the Proposed Amendments and (iii) the Resolutions. You may revoke your proxy at any time before it is voted by submitting a written revocation of your proxy or a later-dated proxy to the Secretary of the Company or by attending the Extraordinary General Meeting and voting in person. Sincerely, /s/ Dan Roth Dan Roth Chief Financial Officer EACH VOTE IS IMPORTANT. PLEASE ENSURE THAT YOUR VOTE COUNTS BY COMPLETING, SIGNING, DATING AND RETURNING YOUR PROXY. The date of this information statement is May 11, 2011. The approximate date of mailing for this information statement and proxy card(s) is May 11, 2011. Scottish Re Group Limited P.O. Box HM 2939 Crown House, Second Floor 4 Par-la-Ville Road Hamilton HM 08, Bermuda NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 8, 2011 NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Shareholders of Scottish Re Group Limited (the “Company”) will be held at Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke HM 11, Bermuda HM CX, on June 8, 2011, at 9:00 a.m., Bermuda time, for the purpose of considering and, if thought fit, passing and approving the following resolutions: 1. That, as a Special Resolution, the Company amend its Amended and Restated Articles of Association (amended and restated by Special Resolutions passed on March 2, 2007) (the “Articles of Association”) as set forth in Exhibit A hereto (the “Proposed Amendments”); 2. That, as a Special Resolution, the Company be authorized to merge (the “Merger”) with SRGL Benton Ltd. (“Merger Sub”), an exempted company incorporated under the laws of the Cayman Islands, so that the Company be the surviving company and all the undertaking, property and liabilities of the merging company vest in the surviving company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Law (2010 Revision), as amended (the “Companies Law”); 3. That, as a Special Resolution, the Agreement and Plan of Merger, dated as of April 15, 2011, by and among the Company, SGRL Acquisition, LDC, Benton Street Partners I, L.P., Benton Street Partners II, L.P., Benton Street Partners III, L.P. and Merger Sub, as set forth in Annex A to the enclosed information statement (as amended or supplemented, the “Merger Agreement”), and the plan of merger referred to in Section 233(3) of the Companies Law, as set forth in Annex B to the enclosed information statement (the “Plan of Merger”), be authorized, approved and confirmed in all respects; 4. That, as a Special Resolution, the Company be authorized to enter into the Merger Agreement and the Plan of Merger; 5.
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