Maiden falls out of compliance with Nasdaq listing requirement ahead of Kestrel merger

By Isha Marathe

April 7 - (The Insurer) - Bermuda-based Maiden Holdings, which has a pending merger with Kestrel Group, has until September 29 to meet Nasdaq's minimum price bid requirement rule after its stock closed below $1.00 per share for 30 consecutive days.

To regain compliance, the closing bid price of Maiden’s shares must be at least $1.00 per share for a minimum of 10 consecutive business days during the compliance period. However, if the company cannot comply, Maiden may be eligible for an additional 180-day compliance period.

On December 29, 2024, Maiden entered into a combination agreement with Kestrel to form a new publicly listed specialty program group. The parties said at the time that the deal was expected to close in the first half of this year.

Under the terms of the agreement, each issued and outstanding common share of Maiden would be converted into the right to receive one common share in a newly formed Bermuda company that will acquire both Maiden and Kestrel.

The transaction valued Kestrel at up to $167.5 million, comprising upfront cash of $40 million, 55 million common shares of the combined company valued at $82.5 million, and an earn-out of up to $45 million payable in common shares of the combined company, Program Manager reported in December 2024.

Maiden and Kestrel will become wholly owned subsidiaries of the new Bermuda company, which will be renamed Kestrel Group Ltd following the closing of the transactions, Maiden said in a regulatory filing.

Once the transactions are completed, Maiden’s shares will be delisted from the Nasdaq and the Bermuda newco’s common shares are expected to be listed for trading.