Third Point LLC (TPIL ), the New York based alternative asset manager, is moving forward with its proposed acquisition of Malibu Life Reinsurance SPC, a life and annuity reinsurance platform, and has announced an update regarding the improved terms for a Redemption Offer for shareholders who wish to exit their investment.
Through this acquisition, which followed a comprehensive strategy review by the company’s Board, TPIL aims to transform itself into a “fast-growing” and fully capitalised” London-listed reinsurance company.
The deal is structured as an all-shared combination on a NAV for NAV basis. TPIL has improved the terms of its Redemption Offer, which has increased to approximately $136 million, with a Redemption Price of around 95.2% of the Reference NAV, reducing the implied discount to about 4.8%.
The total will be divided as an initial redemption consideration of $125 million in aggregate payable in cash at or around the settlement date of the Redemption Offer, at an amount per redeemed Ordinary Share equal to 87.5% of the Reference NAV.
Redeeming Shareholders are expected to receive a deferred redemption consideration of approximately $11 million. This figure represents the value of the Illiquid Redemption Portfolio as of June 30, 2025.
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The final cash amount distributed to these shareholders will be equivalent to the net proceeds generated from the gradual realization of the Illiquid Redemption Portfolio.
Malibu Life Re, launched by Third Point in May 2024, is a life and annuity reinsurer focusing on predictable liabilities within the US fixed annuity market. It operates as a Class B(iii) licensed insurance company in the Cayman Islands.
Combining with Malibu, TPIL highlighted, will transform the company into a compelling UK-listed reinsurance platform with a robust new business pipeline offering investors access to the fast-growing and highly profitable US fixed annuity market.
The recently announced Redemption Offer is a significant improvement from the original tender offer of at least $75 million, at a discount of 12.5%.
Rupert Dorey, Chairman of the Board of Third Point Investors Limited said: “The Board is convinced of the strategic merits of the Malibu acquisition but has also listened carefully to investor feedback and engaged constructively with a broad range of Shareholders, including Marlton Partners, to deliver an improved outcome for those Shareholders who wish to realise part or all of their investment in the Company as part of the Proposals.”
The acquisition and related proposals, including the Redemption Offer and the migration of TPIL’s incorporation from Guernsey to the Cayman Islands will be conditional on Shareholder approval at the upcoming extraordinary general meeting (the EGM), expected to be held on 14 August 2025.
This transaction has received the irrevocable support of 45% of shareholders who recognise the significant value upside in Malibu, according to the announcement.
Update: A formal group, called TPIL Investor Group, comprised of Asset Value Investors, Evelyn Partners, Staude Capital, Almitas Capital, and Metage Capital has now been established opposing the transaction.
The Investor Group has released the following statement: “The proposal rides roughshod over accepted UK corporate governance principles. If the Board wants to radically change strategy and structure to pursue an alternative that clearly benefits Third Point’s interests, there is no legitimate reason for the TPIL Board to not provide a full exit opportunity nor provide a vote of independent shareholders. Those that want to invest in Malibu should be free to do so and those that do not should not be forced to.
“We will be engaging with regulators, the Board and shareholders ahead of the EGM with the aim of ensuring transaction terms address the interests of all shareholders, not just those of Third Point, and shareholders have a voice.”
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