Ambac agrees to sell Ambac Assurance to American Acorn for $420M; shareholder vote required

OCTAVE SPECIALTY GROUP INC

Purchase price of $420M plus adjustment amount for 100% of Ambac Assurance Corporation shares.
Buyer American Acorn Corp. also gets a warrant for 9.9% of fully diluted Ambac common stock.
Transaction requires stockholder approval under DGCL Section 271; board unanimously recommends.
Closing subject to regulatory approvals, other conditions; sponsor equity commitment letter in place.
Transition services and employment agreements with key employees effective at closing.

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