American Financial Group, Inc. Commences Tender Offer to Acquire Public Minority Stake in National Interstate Corp. for $28.0...
05 2월 2014 - 10:01PM
Business Wire
American Financial Group, Inc. (NYSE/NASDAQ: AFG) announced
today that its wholly-owned subsidiary Great American Insurance
Company (GAIC) has commenced a tender offer to acquire all of the
outstanding shares of National Interstate Corporation common stock
not currently owned by them for $28.00 per share in cash without
interest.
The tender offer and withdrawal rights are scheduled to expire
at 12:00 midnight, Eastern time, on March 6, 2014, unless the
tender offer is extended or earlier terminated in accordance with
the terms of the tender offer and the applicable rules and
regulations of the Securities and Exchange Commission (SEC). In
addition to customary conditions, the tender offer is subject to a
waivable “minimum tender” condition that there shall have been
validly tendered and not withdrawn prior to the expiration of the
offer a number of shares of National Interstate common stock that,
when added to the shares currently owned by GAIC, represents at
least 90% of the outstanding shares of National Interstate on a
fully diluted basis. The tender offer is not subject to a financing
condition.
At this time, National Interstate has not been asked by AFG or
GAIC to make, and has not made, any public recommendation with
respect to the tender offer.
Innisfree M&A Incorporated is the Information Agent for the
tender offer.
If the tender offer is completed, and following the tender
offer, GAIC owns at least 90% of the outstanding shares of National
Interstate on a fully diluted basis, AFG and GAIC intend to cause a
second step, short-form, merger of National Interstate into a
subsidiary of AFG.
Additional Information
This press release is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell National Interstate common stock. National Interstate
stockholders and other interested parties are advised to read the
Tender Offer Statement on Schedule TO, the Transaction Statement on
Schedule 13E-3, the Offer to Purchase, the Letter of Transmittal,
National Interstate’s Solicitation/Recommendation Statement on
Schedule 14D-9 when available and other documents relating to the
tender offer that have been or will be filed with the SEC when they
become available because they will contain important information
regarding the tender offer. Anyone may obtain copies of these
documents when available for free at the SEC’s website at
www.sec.gov, or by calling Innisfree M&A Incorporated, the
Information Agent for the tender offer, toll free at
1-888-750-5834.
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based
in Cincinnati, Ohio with assets in excess of $40 billion. Through
the operations of Great American Insurance Group, AFG is engaged
primarily in property and casualty insurance, focusing on
specialized commercial products for businesses, and in the sale of
fixed and fixed-indexed annuities in the retail, financial
institutions and education markets. Great American Insurance
Group’s roots go back to 1872 with the founding of its flagship
company, Great American Insurance Company.
Forward Looking Statements
This press release contains certain statements that may be
deemed to be “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements in this press
release not dealing with historical results are forward-looking and
are based on estimates, assumptions and projections. Examples of
such forward-looking statements include statements relating to: the
Company’s expectations concerning market and other conditions and
their effect on future premiums, revenues, earnings and investment
activities; recoverability of asset values; expected losses and the
adequacy of reserves for long-term care, asbestos, environmental
pollution and mass tort claims; rate changes; and improved loss
experience.
Actual results and/or financial condition could differ
materially from those contained in or implied by such
forward-looking statements for a variety of reasons including but
not limited to: changes in financial, political and economic
conditions, including changes in interest and inflation rates,
currency fluctuations and extended economic recessions or
expansions in the U.S. and/or abroad; performance of securities
markets; AFG’s ability to estimate accurately the likelihood,
magnitude and timing of any losses in connection with investments
in the non-agency residential mortgage market; new legislation or
declines in credit quality or credit ratings that could have a
material impact on the valuation of securities in AFG’s investment
portfolio; the availability of capital; regulatory actions
(including changes in statutory accounting rules); changes in the
legal environment affecting AFG or its customers; tax law and
accounting changes; levels of natural catastrophes and severe
weather, terrorist activities (including any nuclear, biological,
chemical or radiological events), incidents of war or losses
resulting from civil unrest and other major losses; development of
insurance loss reserves and establishment of other reserves,
particularly with respect to amounts associated with asbestos and
environmental claims and AFG’s run-off long-term care business;
availability of reinsurance and ability of reinsurers to pay their
obligations; the unpredictability of possible future litigation if
certain settlements of current litigation do not become effective;
trends in persistency, mortality and morbidity; competitive
pressures, including those in the annuity distribution channels,
the ability to obtain adequate rates and policy terms; changes in
AFG’s credit ratings or the financial strength ratings assigned by
major ratings agencies to our operating subsidiaries; and other
factors identified in our filings with the Securities and Exchange
Commission.
The forward-looking statements herein are made only as of the
date of this press release. The Company assumes no obligation to
publicly update any forward-looking statements.
American Financial Group, Inc.Diane P. Weidner, Asst. Vice
President - Investor Relations, 513-369-5713orWebsites:www.AFGinc.comwww.GreatAmericanInsuranceGroup.com
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