Employers Mutual Casualty Company Completes Acquisition of All Remaining Shares of EMC Insurance Group Inc. After Receiving O...
2019年9月20日 - 5:26AM
Employers Mutual Casualty Company (“EMCC”) today announced that it
has successfully completed its previously announced acquisition of
all of the remaining shares of EMC Insurance Group Inc. (Nasdaq:
EMCI) (“EMCI”) that EMCC did not already own for $36.00 per share
in cash.
The completion of the transaction follows the satisfaction of
all closing conditions, including approval of the merger by the
“majority of the minority” of EMCI’s shareholders with
approximately 68% of the unaffiliated outstanding shares of common
stock approving the transaction (which represents approximately 84%
of the unaffiliated votes cast) and approximately 94% of the
holders of shares of common stock present at the meeting and
entitled to be cast (including shares held by EMCC and its
affiliates) approving the transaction at EMCI’s Special Meeting of
Shareholders held on September 18th. The transaction closing
represents the culmination of an extensive and thorough negotiation
process conducted by an independent Special Committee of the EMCI
Board of Directors.
David J.W. Proctor, J.D., Chairman of the Board of Directors of
EMCC, stated, “We are pleased to announce the completion of this
transaction, which we believe is in the best interests of all EMCC
and EMCI stakeholders. The resulting simplified corporate structure
will enable us to work as one organization focused solely on
serving our agents and policyholders.”
Shareholders of EMCI common stock whose shares are not evidenced
by stock certificates will receive $36 in cash for each share of
EMCI common stock they own within approximately the next 7-10
business days. Shareholders who hold shares in certificated form
will be receiving further instructions from American Stock Transfer
& Trust Company, LLC (AST), the paying agent in the
transaction, in approximately the next 7-10 business days with
details on how to surrender stock certificates for the $36 per
share in cash.
As a result of the completion of the transaction, EMCI’s common
stock is no longer listed for trading on the Nasdaq Stock Market,
effective at the close of trading today.
Advisors Sandler O’Neill & Partners,
L.P. served as financial advisor to the EMCI Special Committee.
Boenning & Scattergood, Inc. provided financial advice to
EMCC’s Board of Directors.
Willkie Farr & Gallagher LLP acted as legal counsel to the
EMCI Special Committee. Foley & Lardner LLP acted as legal
counsel to EMCC.
About Employers Mutual Casualty Company
Employers Mutual Casualty Company is the parent company of one of
the top 50 insurance organizations in the country based on net
written premiums. EMCC was organized in 1911 to write workers’
compensation protection in Iowa. Today, operating under the trade
name EMC Insurance Companies, EMCC and its subsidiaries provide
property and casualty insurance products and services throughout
the United States, and EMCC writes reinsurance contracts worldwide.
EMCC is licensed in all 50 states and the District of Columbia. For
more information, visit www.emcins.com.
Forward-Looking Statements This news
release contains certain forward-looking statements that are
intended to be covered by the safe harbors created by the Private
Securities Litigation Reform Act of 1995. When we use words such as
“anticipate,” “intend,” “plan,” “believe,” “estimate,” “expect,” or
similar expressions, we do so to identify forward-looking
statements. Forward-looking statements are based on current
expectations that involve assumptions that are difficult or
impossible to predict accurately and many of which are beyond our
control. Actual results may differ materially from those expressed
or implied in these statements as a result of significant risks and
uncertainties, including the ability to recognize the benefits of
the transaction, and the amount of the costs, fees, and expenses
and charges related to the transaction. Additional information
about these risks and uncertainties, as well as others that may
cause actual results to differ materially from those projected, is
contained in EMCI’s filings with the SEC, including EMCI’s Annual
Report on Form 10-K and EMCI’s quarterly reports on Form 10-Q. The
statements in this news release speak only as of the date of this
release and we undertake no obligation to update or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
Media
Contacts: Sarah
Buckley, APRDirector of Community
Involvementsarah.l.buckley@emcins.com515-345-4588
Matthew Sherman / Aiden Woglom Joele Frank, Wilkinson Brimmer
Katcher 212-355-4449
Investor Relations: Steve Walsh EMCI
Director of Investor Relations steve.t.walsh@emcins.com
515-345-2515
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