Penn Millers Announces Shareholder Approval of Merger with Ace American Insurance Company
2011年11月30日 - 4:06AM
ビジネスワイヤ(英語)
Penn Millers Holding Corporation (NASDAQ: PMIC) (“Penn Millers”
or “the Company”) today announced that, at the Company’s Special
Meeting of Shareholders, the shareholders of the Company voted to
adopt the Agreement and Plan of Merger dated September 7, 2011 (the
“Merger Agreement”), by and among the Company, ACE American
Insurance Company (“ACE”), and Panther Acquisition Corp. (“Merger
Sub”), pursuant to which Merger Sub will merge with and into the
Company, with the Company surviving as a wholly-owned subsidiary of
ACE (the “Merger”).
The adoption of the Merger Agreement required the affirmative
vote of a majority of the votes cast by the Company’s shareholders
at the special meeting. Approximately 71.1 percent of the
outstanding shares of common stock of the Company as of the record
date were voted at the special meeting. Of the shares that were
voted, approximately 99.8 percent were voted in favor of the
Merger.
The Company currently anticipates that the Merger will close on
November 30, 2011. Under the Merger Agreement, the Company’s
shareholders will receive $20.50 in cash, without interest, for
each share of Penn Millers common stock.
The Company provides property and casualty insurance through its
wholly owned subsidiary, Penn Millers Insurance Company. Penn
Millers Insurance Company provides agribusiness insurance and
commercial lines insurance in 34 states. Penn Millers Insurance
Company is rated “A-” (Excellent) by A.M. Best Company, Inc. The
Company is located at 72 North Franklin Street in Wilkes-Barre, PA.
The Company’s web address is http://www.pennmillers.com.
Cautionary Statements Regarding Forward Looking
Information
Some of the statements contained herein are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “stand
to,” “expect,” “plan,” “intend,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “target,” “forecast” or
“continue,” or the negative of these terms or other terminology.
Forward-looking statements are based on the opinions and estimates
of management at the time the statements are made and are subject
to certain risks and uncertainties that could cause actual results
to differ materially from those anticipated in the forward-looking
statements. Factors that could affect the Company’s actual results
include, among others, the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement; the failure to satisfy any conditions to completion of
the proposed Merger, including receipt of regulatory approvals; the
ability to recognize the benefits of the proposed Merger; the
amount of the costs, fees, expenses and charges related to the
proposed Merger, the fact that our loss reserves are based on
estimates and may be inadequate to cover our actual losses; the
uncertain effects of emerging claim and coverage issues on our
business, including the effects of climate change; the geographic
concentration of our business; an inability to obtain or collect on
our reinsurance protection; a downgrade in the A.M. Best rating of
our insurance subsidiaries; the impact of extensive regulation of
the insurance industry and legislative and regulatory changes; a
failure to realize our investment objectives; the effects of
intense competition; the loss of one or more principal employees;
the inability to acquire additional capital on favorable terms; a
failure of independent insurance brokers to adequately market our
products; and the effects of acts of terrorism or war. More
information about these and other factors that potentially could
affect our financial results is included in our Annual Report on
Form 10-K filed with the SEC and in our other public filings with
the SEC. Investors and shareholders are cautioned not to place
undue reliance upon these forward-looking statements, which speak
only as of the date of this communication. The Company undertakes
no obligation to update any forward-looking statements.
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