Veradace to vote against Tiptree's proposed sale of Fortegra

DALLAS - Investment firm Veradace Partners L.P., which holds a 5% stake in Tiptree Inc. (NASDAQ:TIPT), announced Monday it will vote against the proposed sale of The Fortegra Group to DB Insurance Co., Ltd., citing unfair transaction terms and structure. Tiptree, currently trading at $18.39 with a market cap of $695.58 million, has maintained dividend payments for 11 consecutive years according to InvestingPro data.

In an open letter to fellow shareholders, Veradace criticized the $28.75 per share deal announced on September 26, arguing it benefits Tiptree management at shareholders' expense. The firm urged Tiptree's board to restructure the transaction to deliver proceeds directly to shareholders.

Veradace, Tiptree's second-largest non-affiliated shareholder, contends that Fortegra represents over 90% of Tiptree's total value. The investment firm expressed concern that the transaction's structure as an asset sale is tax-inefficient and fails to commit to returning capital to shareholders.

"The 23% decline in the Company's share price since the Proposed Transaction was announced, and the more than $10 per share gap between the last closing share price and the Proposed Transaction's value, reveal that the market expects Tiptree's leadership to destroy value," Veradace stated in its letter. This significant gap exists despite InvestingPro analysis indicating Tiptree is slightly undervalued at current prices, with a P/E ratio of 16.02 and a favorable PEG ratio of 0.78, suggesting low valuation relative to growth.

The investment firm highlighted that while Tiptree would receive approximately $28.75 per diluted share for Fortegra, the company has indicated it does not plan to distribute proceeds to shareholders. Veradace also raised concerns about management's investment track record and compensation practices.

According to Veradace, Fortegra reported record earnings in Q3 2025 with return on equity exceeding 26%, suggesting strong future prospects that shareholders would miss out on through the current deal structure. Tiptree's overall financial health is rated "GOOD" by InvestingPro, with the company generating $2.07 billion in revenue over the last twelve months and maintaining profitability with a 4.25% revenue growth rate.

The special meeting of Tiptree stockholders to vote on the transaction is scheduled for December 3, 2025. Veradace indicated it would make additional information available to investors in the coming days.

The statement was released via a press release from Veradace Partners L.P.

In other recent news, Tiptree Inc. has announced plans to sell two of its major business units, including its insurance arm, Fortegra, as part of transactions totaling approximately $1.7 billion. The sale of Fortegra alone is valued at $1.65 billion, with Tiptree anticipating gross proceeds of about $1.12 billion. This transaction is pending regulatory approvals and is expected to conclude by mid-2026. Concurrently, DB Insurance Co., Ltd., a Korean non-life insurer, has entered into an agreement to acquire Fortegra for the same amount of $1.65 billion in cash. This marks DB Insurance's largest entry into the U.S. market. The acquisition, subject to Tiptree stockholder and regulatory approvals, is anticipated to close in mid-2026. Both Tiptree and DB Insurance have outlined these plans in separate announcements, highlighting the strategic moves within the insurance sector.

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