Tiptree (TIPT) Proxy Filing summary

Executive summary

• Special meeting called to approve the merger of Fortegra with a subsidiary of DB Insurance Co., Ltd., making Fortegra a wholly-owned subsidiary of DB Insurance and resulting in Tiptree receiving approximately $1.12 billion in cash, subject to adjustments and closing conditions.

• Tiptree will retain its non-insurance operations and expects to use the proceeds for working capital, debt repayment, potential stock repurchases, dividends, and other corporate purposes as determined by the board.

• The board unanimously recommends voting in favor of the merger and any necessary adjournments to solicit additional proxies if required.

Voting matters and shareholder proposals

• Stockholders are asked to vote on: (1) approval of the merger and related transactions, and (2) approval of adjournments of the special meeting if more time is needed to solicit proxies.

• Approval of the merger requires a majority of all votes entitled to be cast; adjournment requires a majority of votes cast at the meeting.

• Major shareholders and directors, representing about 37% of shares, have entered into voting agreements to support the merger.

Board of directors and corporate governance

• The current board and senior executives will remain in place after the merger, overseeing the retained business.

• The board conducted a thorough review of strategic alternatives, including contacting 17 parties and considering multiple bids, before recommending the merger.