Kingsway Seals Agreement To Sell Zephyr Insurance To ZAC

The transaction is expected to be completed during the fourth quarter, subject to regulatory approvals

Kingsway Financial Services has entered into an agreement to sell Zephyr Insurance Company (Zephyr) to Zephyr Acquisition Company (ZAC), an acquisition vehicle of Ocean Harbor Holding and MP Holdings, a Hawaiian investor group.

The transaction is expected to be completed during the fourth quarter of 2009, subject to the receipt of regulatory approvals.

For the first six months of 2009, Zephyr had gross premiums written of approximately $36 million, or 7% of the premiums of the Kingsway group of companies, and produced an underwriting profit.

Kingsway anticipates receiving initial gross proceeds from the transaction of $31.5 million, plus a contingent, deferred earn-out amount. Piper Jaffray is acting as the exclusive financial advisor and Cassels Brock Blackwell is acting as legal counsel to Kingsway.

de Jonge and FL Advisors are acting as the financial advisors and Joseph Jacobs, George Matlock and Sullivan Worchester LLP, are acting as legal counsel to ZAC.