Meadowbrook Insurance Group, Inc. Announces Results of Proration in Connection with ProCentury Transaction
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Tue, 12 Aug 2008 12:48:40 GMT |
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Meadowbrook Insurance Group, Inc. |
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SOUTHFIELD, Mich., Aug. 12 MI-MeadowbrkInsMerge
SOUTHFIELD, Mich., Aug. 12 /PRNewswire-FirstCall/ -- Meadowbrook Insurance
Group, Inc. (NYSE: MIG) announced the final results of the ProCentury
shareholder election proration process in connection with the ProCentury
merger transaction. As specified in the Merger Agreement, ProCentury
shareholders were entitled to elect cash or shares of Meadowbrook common stock
with the limitation that 55% of the aggregate merger consideration be in the
form of shares of Meadowbrook common stock and 45% be in cash. The results of
the proration process are as follows:
-- ProCentury shareholders who made valid cash elections will receive
$20.00 per share for approximately 40.6378% of the shares covered by such
election and 2.5000 shares of Meadowbrook common stock for each remaining
share of ProCentury common stock covered by such election.
-- ProCentury shareholders who made a valid stock election will receive
2.5000 shares of Meadowbrook common stock per share of ProCentury common stock
for which they made such an election. Common stock received by ProCentury
shareholders is expected to qualify as a tax-free exchange.
-- ProCentury shareholders who did not make a valid election will receive
2.5000 shares of Meadowbrook common stock per share of ProCentury common stock
for which they did not make an election.
-- In accordance with the terms of the merger agreement, Meadowbrook will
not issue any fractional shares. Instead, ProCentury shareholders will receive
cash in lieu of any fractional share of Meadowbrook common stock at a rate of
$5.7326 per share.
Letters of transmittal are being mailed to ProCentury shareholders
beginning on or around August 12, 2008. Shareholders of ProCentury who have
questions should call BNY Mellon Shareowner Services, at (800) 777-3674.
Meadowbrook completed its merger transaction with ProCentury on July 31,
2008. ProCentury shareholders were entitled to receive, for each ProCentury
common share, either $20.00 in cash or the Meadowbrook's common stock based on
a 2.5000 exchange ratio, subject to adjustment as described within the merger
agreement. Based upon the final proration, the total purchase price was
approximately $220.2 million, of which $99.1 million consisted of cash and
$121.1 million in common stock. The total number of common shares issued for
the stock portion of the purchase price was approximately 21.1 million shares.
About Meadowbrook Insurance Group
A leader in the specialty program management market, Meadowbrook is a risk
management organization, specializing in alternative risk management solutions
for agents, professional/trade associations, and small to medium-sized
insureds. Meadowbrook Insurance Group, Inc. common shares are listed on the
New York Stock Exchange under the symbol "MIG". For further information,
please visit Meadowbrook's corporate web site at www.meadowbrook.com.
SOURCE Meadowbrook Insurance Group, Inc.
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