Independence Holding Company
96 Cummings Point Road
Stamford, CT 06902
Telephone: (203) 358-8000
Attn: Teresa A. Herbert, President
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Geneve Holdings, Inc.
Geneve Corporation
Geneve Acquisition Corp.
Argent Investors Management Corp.
SIC Securities Corp.
SMH Associates Corp.
Steven B. Lapin
96 Cummings Point Road
Stamford, CT 06902
Telephone: (203) 358-8000
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With copies to:
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Ilan Katz, Esq.
Brian Lee, Esq.
Dentons US LLP
1221 Avenue of the Americas
New York, NY 10020-1089
Telephone: (212) 768-6700
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Jeffrey Nadler, Esq.
Nir Servatka, Esq.
Davies Ward Phillips & Vineberg LLP
900 Third Avenue, 24th Floor
New York, NY 10022
Telephone: (212) 588-5500
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a. |
☑ | The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (the "Act"). |
b. |
☐ | The filing of a registration statement under the Securities Act of 1933. |
c. |
☐ | A tender offer. |
d. |
☐ | None of the above. |
Transaction Valuation*
$334,516,933
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Amount of Filing Fee**
$31,009.72
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Amount Previously Paid: $31,009.72
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Form or Registration No.: Schedule 14A (File No. 001-32244)
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Filing Party: Independence Holding Company
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Date Filed: November 24, 2021
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Item 15. |
Additional Information
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Item 16. |
Exhibits
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Exhibit No.
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Description
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Definitive Proxy Statement of Independence Holding Company (included in the Schedule 14A filed with the Securities and Exchange Commission on January 6, 2022 and incorporated herein by reference (the “Proxy Statement”))
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Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference)
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Letter to Company Stockholders (included in the Proxy Statement and incorporated herein by reference)
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Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference)
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Press Release dated November 9, 2021 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 9, 2021)
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Press Release dated February 15, 2022 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 15, 2022)
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Form of Support Agreement (incorporated herein by reference to Appendix D of the Proxy Statement)
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Opinion of Perella Weinberg Partners LP (incorporated herein by reference to Appendix B of the Proxy Statement)
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Presentation, dated November 8, 2021, of Perella Weinberg Partners LP, to the Special Committee*
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Preliminary presentation materials of Perella Weinberg Partners LP, delivered to the Special Committee on October 21, 2021*
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Agreement and Plan of Merger, dated November 9, 2021, among the Company, Geneve Holdings, Inc. and Geneve Acquisition Corp. (incorporated herein by reference to Appendix A of the Proxy Statement)
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Section 262 of the General Corporation Law of the State of Delaware (incorporated herein by reference to Appendix C of the Proxy Statement)
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INDEPENDENCE HOLDING COMPANY
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By:
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/s/ Teresa A. Herbert
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Name:
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Teresa A. Herbert
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Title:
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President
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GENEVE HOLDINGS, INC.
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By:
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/s/ Steven B. Lapin
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Name:
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Steven B. Lapin
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Title:
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Chairman, Chief Executive Officer and President
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GENEVE CORPORATION
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By:
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/s/ Steven B. Lapin
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Name:
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Steven B. Lapin
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Title:
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Chairman, Chief Executive Officer and President
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GENEVE ACQUISITION CORP.
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By:
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/s/ Steven B. Lapin
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Name:
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Steven B. Lapin
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Title:
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President
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ARGENT INVESTORS MANAGEMENT CORP.
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By:
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/s/ Steven B. Lapin
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Name:
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Steven B. Lapin
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Title:
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Chairman and President
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SIC SECURITIES CORP.
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By:
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/s/ Steven B. Lapin
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Name:
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Steven B. Lapin
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Title:
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President
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SMH ASSOCIATES CORP.
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By:
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/s/ Steven B. Lapin
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Name:
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Steven B. Lapin
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Title:
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President
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/s/ Steven B. Lapin
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STEVEN B. LAPIN
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