James River Commences Litigation Against Fleming Intermediate Holdings to Enforce Stock Purchase Agreement

Complaint Requests the Court to Grant Specific Performance, Requiring Fleming to Abide by Contractual Obligation to Complete Transaction

PEMBROKE, Bermuda, March 11, 2024 (GLOBE NEWSWIRE) -- James River Group Holdings, Ltd. (“James River” or the “Company”) (NASDAQ: JRVR) announced that it has filed a complaint in the Supreme Court, New York County, Commercial Division against Fleming Intermediate Holdings (“Fleming”), a portfolio company of private equity sponsor Altamont Capital Partners. The action seeks specific performance of Fleming’s obligation to complete the acquisition of JRG Reinsurance Company Ltd. (“JRG Re”) in accordance with the Stock Purchase Agreement (the “SPA”) between the parties as of November 8, 2023. James River will seek expedited relief from the Court to require Fleming to close the transaction.

James River brings this action in response to the refusal of Fleming to complete the fully negotiated transaction that it executed in November. James River has taken all of the contractually required steps to effect a closing, including the receipt of all regulatory approvals. However, just hours prior to the contractually required closing, Fleming claimed that it had no obligation to close and did not attend the scheduled closing call. Fleming subsequently demanded material economic changes to the agreed-upon transaction terms.

The lawsuit makes clear that Fleming’s self-serving complaints are flatly contradicted by the parties’ signed agreement. James River will take all actions necessary to protect its interests, enforce James River’s rights under the SPA and compel Fleming to complete the transaction in accordance with its terms. As long as James River continues to own JRG Re, James River will continue to operate and support JRG Re and its cedents as it has throughout its ownership. The Company has prepared JRG Re and its financials for sale according to the terms of the SPA.

Frank D’Orazio, the Company’s Chief Executive Officer, commented, “James River is taking immediate action to enforce its rights under the previously agreed upon transaction with Fleming and ensure that Fleming fulfills its obligations to the Company. We remain confident in the strength of JRG Re and its team, and we believe that the steps we are taking are in the best interests of James River and its shareholders.”