- NATL Special Committee unanimously
approves AFG’s offer price of $32.00 per share and $0.50 per share
pre-closing dividend
- NATL transaction would generate a
non-core tax benefit of approximately $64 million to AFG at the
time it is consummated
- AFG second quarter net earnings
attributable to shareholders will be in the range of $0.60 to $0.65
per share and include a non-core charge of $65 million related to
Neon’s exited lines of business
- Second quarter 2016 core net
operating earnings estimated to be in the range of $1.25 to $1.30
per share
- Full year 2016 core net operating
earnings guidance maintained at $5.35 to $5.75 per share
American Financial Group, Inc. (NYSE: AFG) today announced that
it reached an agreement with the Special Committee of the Board of
Directors of National Interstate Corporation (Nasdaq: NATL) to
acquire all shares of National Interstate that are not currently
owned by AFG’s wholly-owned subsidiary, Great American Insurance
Company (GAIC). Shareholders of National Interstate, other than
Great American, will receive $32.00 per share in cash in the
transaction, without interest and less any required withholding
taxes. In addition, National Interstate will pay a one-time special
dividend to its shareholders of $0.50 per NATL share in cash
immediately prior to the closing of the merger. The transaction
remains subject to the approval of shareholders holding a majority
of the shares of National Interstate not owned by AFG or its
affiliates. GAIC has entered into a voting agreement with Alan
Spachman under which Mr. Spachman has agreed to vote his
beneficially owned shares, totaling approximately 10% of the
outstanding National Interstate common shares (and representing
approximately 20% of the shares not owned by GAIC), in favor of the
transaction.
Based on a $32.00 per share purchase price plus $0.50 special
dividend, the purchase price to acquire the National Interstate
shares not currently owned by Great American will be approximately
$320 million. The proposed transaction will not be subject to a
financing condition.
The proposed transaction would allow National Interstate and its
subsidiaries to become members of the AFG consolidated tax group,
which would result in a non-core tax benefit of approximately $64
million to AFG at the time the transaction is consummated, which is
expected to be during the fourth quarter of 2016.
Carl H. Lindner III, Co-Chief Executive Officer of AFG,
commented: “The purchase of the remaining National Interstate
shares enables us to make an additional investment in a business we
know well, while at the same time simplifying the ownership
structure; we are pleased that National Interstate’s shareholders
will have the opportunity to vote on and approve the
transaction.”
S. Craig Lindner, Co-Chief Executive Officer of AFG, added:
“Capital management is a top priority for AFG, and we strive to
find the highest and best use of capital to create long-term value
for our shareholders. In doing so, our goal is to generate an
appropriate return on capital over time. We will continue to
evaluate opportunities to deploy our excess capital through a
combination of dividend payments, share repurchases, acquisitions
or bolt-on/start-up opportunities.”
Further information regarding the terms and conditions in the
Merger Agreement will be contained in a Current Report on Form 8-K,
which will be filed promptly with the Securities and Exchange
Commission (SEC) by AFG.
Preliminary AFG Second Quarter 2016 Core
EPS Estimate and 2016 Core EPS Guidance
On June 13, 2016, AFG’s specialist Lloyd’s market insurer
completed a strategic review of its business under a new leadership
team and re-launched as Neon Underwriting Ltd. As part of its
strategic review, Neon sold and/or exited certain historical lines
of business including its UK and International Medical Malpractice
and General Liability classes. After completing a claims review of
the exited lines, based on information available at this time, AFG
estimates that it will incur a non-core charge of approximately $65
million in connection with Neon’s exited lines of business.
Consistent with our treatment of other items that are not
indicative of AFG’s ongoing operations (both favorable and
unfavorable), this charge is being treated as non-core because it
resulted from a special strategic review of lines of business that
the company no longer writes.
It is estimated that net earnings will be in the range of $0.60
to $0.65 per share and that core net operating earnings, exclusive
of the Neon non-core exited lines charge, will be in the range of
$1.25 to $1.30 per share for the second quarter of 2016.
Second quarter 2016 earnings before fair value accounting in our
Annuity Segment were strong compared to the second quarter of 2015;
however, a significant drop in interest rates during the second
quarter of 2016 will result in a negative impact on the Annuity
Segment’s reported core earnings. The negative impact of fair value
accounting is reflected in the estimated $1.25 to $1.30 per share
range for AFG’s core net operating earnings for the second quarter
2016.
Based on results for the first six months of 2016, AFG continues
to expect core net operating earnings for the full year of 2016 to
be between $5.35 and $5.75 per share, including the impact of fair
value accounting for fixed-indexed annuities. Core earnings per
share guidance excludes non-core items such as realized gains and
losses, as well as other significant items that are not able to be
estimated with reasonable precision, or that may not be indicative
of ongoing operations.
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based
in Cincinnati, Ohio with assets of approximately $50 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.
Additional Information and Where to Find It
In connection with the transaction, National Interstate intends
to file a proxy statement and other relevant materials with the
SEC, and National Interstate and certain other persons, including
Great American, intend to file a Schedule 13E-3 transaction
statement with the SEC. National Interstate shareholders and other
interested parties are strongly advised to read these materials
when they become available because they will contain important
information. National Interstate shareholders will be able to
obtain such documents (when available) free of charge at the SEC’s
website, www.sec.gov. National Interstate shareholders will also be
able to obtain any documents that are filed by AFG (when available)
free of charge from AFG at www.AFGinc.com or by writing to American
Financial Group, Inc., Great American Insurance Group Tower, 301
East Fourth Street, Cincinnati, Ohio 45202, Attn: Diane P. Weidner,
or that are filed by National Interstate (when available) free of
charge from National Interstate at www.nationalinterstate.com or by
writing to National Interstate Corporation, 3250 Interstate Drive,
Richfield, Ohio 44286, Attn: Gary Monda.
Participants in the Solicitation
National Interstate, its directors (including certain executive
officers of AFG and GAIC), executive officers and other members of
its management, employees, and certain other persons may be deemed
to be participants in the solicitation of proxies from National
Interstate’s shareholders in connection with the transaction.
Information regarding the interests of participants in the
solicitation, which may be different than those of National
Interstate’s shareholders generally, will be included in the proxy
statement relating to the transaction when it becomes
available.
Forward-Looking Statements
This press release contains, and certain oral statements made by
our representatives from time to time may contain, 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. Forward-looking
statements, by their nature, are subject to a variety of inherent
risks and uncertainties that could cause actual results to differ
materially from the results projected. Many of these risks and
uncertainties cannot be controlled by AFG and include, but are not
limited to: (a) that GAIC and National Interstate may be unable to
complete the proposed transaction because, among other reasons,
conditions to the closing of the proposed transaction may not be
satisfied or waived; (b) uncertainty as to the timing of completion
of the proposed transaction; (c) failure to realize the anticipated
benefits and synergies from the proposed transaction, including as
a result of failure or delay in the implementation of integration
plans; (d) the inability to retain key personnel; (e) any changes
in general economic and/or industry-specific conditions; and (f)
the outcome of any legal proceedings to the extent initiated
against AFG, GAIC, National Interstate or others following the
announcement of the proposed transaction, as well as AFG, GAIC and
National Interstate management's response to any of the
aforementioned factors. For a detailed description of other risks
and uncertainties affecting AFG, please refer to AFG’s filings with
the SEC, available as set forth above under “Additional Information
and Where to Find It.”
Any forward-looking statements herein are made only as of the
date of this press release. AFG assumes no obligation to publicly
update any forward-looking statements. No information contained on
any website referenced in this press release is incorporated by
reference herein.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160725005669/en/
American Financial Group, Inc.Diane P. Weidner,
513-369-5713Asst. Vice President – Investor RelationsorWebsites:www.AFGinc.comwww.GreatAmericanInsuranceGroup.com
American Financial (NYSE:AFG)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
American Financial (NYSE:AFG)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024