American Financial Group, Inc. Waives Minimum Tender Condition for National Interstate Corporation
03 3월 2014 - 10:28PM
Business Wire
Extends Tender Offer to March 17, 2014
Compelling Offer Provides Attractive Premium
and Certainty of Completion for National Interstate’s
Shareholders
American Financial Group, Inc. (NYSE/NASDAQ: AFG) announced
today that, in connection with the offer by its wholly-owned
subsidiary Great American Insurance Company (GAIC) to purchase the
outstanding shares of common stock of National Interstate
Corporation (NASDAQ: NATL) not currently owned by GAIC for $30.00
per share in cash without interest, that it has waived the “minimum
tender” condition. The “minimum tender” condition had required
that, following the tender offer, GAIC must own shares of National
Interstate common stock that, when added to the shares it currently
owns, represents at least 90% of the outstanding shares of National
Interstate on a fully diluted basis. Under the amended Offer, GAIC
will purchase any and all shares tendered by National Interstate
shareholders into the offer.
GAIC has also extended the expiration date and withdrawal rights
to 12:00 midnight, Eastern time, on March 17, 2014. The tender
offer was previously scheduled to expire at 12:00 midnight, Eastern
time, on March 6, 2014. Except for the extension of the expiration
date and the waiver of the “minimum tender” condition, all other
terms and conditions of the tender offer remain unchanged.
Offer Delivers Significant Value to National Interstate’s
Shareholder
AFG believes the all-cash offer of $30.00 per share represents
compelling value for National Interstate at an attractive premium
and encourages National Interstate shareholders to focus on the
strong value proposition of the offer in order to make an informed
decision, without distraction, to tender their shares. AFG’s
all-cash offer provides National Interstate’s shareholders with a
significant premium to the unaffected National Interstate stock
price. The offer provides certainty in that it is not subject to
any financing condition, with AFG using available cash on hand to
purchase all of the shares of National Interstate common stock
validly tendered in the offer.
In delivering a $30.00 offer price, AFG considered the following
factors (further details can be found in the Tender Offer Statement
on Schedule TO and the Transaction Statement on Schedule 13E-3
(each as amended) and the Amended and Restated Offer to Purchase,
all of which are on file with the SEC):
- The offer price represents a premium of
over 35% over the closing Share price of National Interstate common
stock on February 4, 2014, the last day prior to the public
announcement of the initial Offer to Purchase, and a premium of
almost 29% over the average closing share price of National
Interstate common stock for the 30 trading days ending on that
date.
- The offer provides a 70% premium over
the book value per National Interstate share of $17.63 at September
30, 2013.
- The $30.00 offer price exceeds the
target price at the date of the original offer for every equity
research analyst providing a target price as part of their research
coverage on National Interstate.
As a result of these factors, AFG believes its offer delivers a
compelling premium to National Interstate’s unaffiliated
shareholders. AFG urges shareholders to consider its disclosures
with respect to this offer which contain a full description of the
transaction including more detail regarding its analysis of the
value provided by this offer. The offer is not conditioned upon the
receipt of any approvals or any recommendation by the National
Interstate board of directors.
The Information Agent for the tender offer has advised AFG and
GAIC that, as of close of business on February 28, 2014,
approximately 713 shares of National Interstate Corporation common
stock have been tendered into and not withdrawn from the tender
offer.
Innisfree M&A Incorporated is the Information Agent for the
tender offer.
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. AFG and GAIC will amend
their Tender Offer Statement on Schedule TO and the Transaction
Statement on Schedule 13E-3, filed with the Securities and Exchange
Commission (the “SEC”), to reflect the waiver of the “minimum
tender” condition and the extension of the offer. National
Interstate stockholders and other interested parties are advised to
read these filings 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.
AFG 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”. 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, except as required
by law.
American Financial Group, Inc.Diane P. Weidner, Asst. Vice
President - Investor Relations, 513-369-5713orBrunswickStan Neve /
Gemma Hart, 212-333-3810orWebsites:www.AFGinc.comwww.GreatAmericanInsuranceGroup.com
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