EMC Insurance Group Inc. Shareholders Overwhelmingly Approve Transaction with Employers Mutual Casualty Company
19 9월 2019 - 4:45AM
EMC Insurance Group Inc. (Nasdaq: EMCI) (“EMCI”) today announced
that the required majority of the outstanding common stock not
owned by Employers Mutual Casualty Company (“EMCC”), its
subsidiaries and the executive officers and directors of EMCI, EMCC
and their respective subsidiaries have voted in favor of the
proposed acquisition of all of the shares of EMCI which EMCC does
not currently own for $36.00 per share in cash.
At the September 18, 2019, EMCI Special Meeting of Shareholders
(the “Special Meeting”), holders of approximately 68% of the
unaffiliated outstanding shares of common stock as of the August 8,
2019 record date for the Special Meeting (which represents
approximately 84% of the unaffiliated votes cast) voted in favor of
the transaction. Also, approximately 94% of the holders of shares
of common stock as of August 8, 2019 present at the meeting and
entitled to be cast, including the approximately 54% of shares
already held by EMCC, voted in favor of the transaction.
Stephen A. Crane, Chairman of the EMCI Special Committee and
EMCI Board of Directors, said, “We are pleased with the outcome of
today’s vote and thank our shareholders for their overwhelming
support for this transaction, which will deliver an immediate and
substantial cash premium to EMCI shareholders.”
The transaction is expected to close on September 19, 2019,
subject to the satisfaction of customary closing conditions. The
final voting results will be filed with the SEC in a separate Form
8-K, and will be available at www.sec.gov, after certification by
EMCI’s inspector of elections.
AdvisorsSandler O’Neill & Partners, L.P. is
serving as financial advisor to the Special Committee. Boenning
& Scattergood, Inc. provided financial advice to EMCC’s Board
of Directors.
Willkie Farr & Gallagher LLP is acting as legal counsel to
the Special Committee. Foley & Lardner LLP is acting as legal
counsel to EMCC.
About Employers Mutual Casualty
CompanyEmployers 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.
About EMC Insurance Group Inc.EMC Insurance
Group Inc. is a publicly held insurance holding company, which was
formed in 1974 and became publicly held in 1982. EMCI’s common
stock trades on the Global Select Market tier of the Nasdaq Stock
Market under the symbol EMCI. EMCI’s parent company is EMCC.
Additional information regarding EMCI may be found at
investors.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.com 515-345-4588
Matthew Sherman / Aiden WoglomJoele Frank, Wilkinson Brimmer
Katcher 212-355-4449
Investor Relations: Steve WalshEMCI Director of
Investor Relationssteve.t.walsh@emcins.com 515-345-2515
EMC Insurance (NASDAQ:EMCI)
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