National Interstate Corporation (Nasdaq:NATL) (“National
Interstate” or the “Company”) announced today that it has entered
into a definitive agreement with Great American Insurance Company,
a wholly-owned subsidiary of American Financial Group, Inc. (“Great
American”), in which Great American will acquire the approximately
49% of the Company’s issued and outstanding common shares that
Great American does not presently own. The merger is an
all-cash transaction that values the Company at approximately $660
million, including assumption of debt in connection with the
merger.
National Interstate is the holding company for a
specialty property-casualty insurance group which offers products
and services designed to meet the unique needs of niche
markets. Great American is a property and casualty insurance
company, focusing on specialty commercial products for businesses,
and in the sale of traditional fixed and fixed-indexed annuities in
the retail, financial institutions and education markets.
Under the terms of the proposed merger, National
Interstate shareholders will receive $32.00 in cash for each share
of National Interstate common stock they hold. In addition,
National Interstate will pay a special dividend of $0.50 per common
share upon the closing of the merger. This represents a
premium of approximately 43.7% to the Company’s closing stock price
on March 4, 2016, the last trading day before American Financial
Group, Inc. (“AFG”), Great American’s parent company, announced
that Great American was proposing to acquire all of the outstanding
common shares of National Interstate that Great American did not
already own.
National Interstate’s Board of Directors has
unanimously approved (other than directors affiliated with Great
American, who recused themselves from such approval) the proposed
merger based upon the unanimous recommendation of a Special
Committee, which was comprised of independent directors not
affiliated with Great American and advised by its own financial and
legal advisors. The Special Committee and the Board
each recommend that the Company’s shareholders adopt the merger
agreement.
“We have come to know AFG and Great American
well over the years and value our deep relationship with them,”
said Anthony J. Mercurio, National Interstate’s President and Chief
Executive Officer. “Given that longstanding relationship, we
are excited about National Interstate's future as a wholly-owned
subsidiary within AFG's family of companies.”
The proposed merger is expected to close in the
fourth quarter of 2016, subject to approval by the Company’s
shareholders, including approval by a majority of the Company’s
shareholders other than Great American and regulatory authorities,
as well as the satisfaction or waiver of customary closing
conditions.
Morgan Stanley & Co. LLC is acting as
financial advisor to the Special Committee, and Willkie Farr &
Gallagher LLP is acting as its legal advisor. Skadden, Arps,
Slate, Meagher & Flom LLP is acting as legal advisor to Great
American.
National Interstate will file a current report
on Form 8-K with the U.S. Securities and Exchange Commission
(“SEC”) containing a summary of terms and conditions of the
proposed merger.
About National Interstate
CorporationNational Interstate Corporation (Nasdaq:NATL),
founded in 1989, is the holding company for a specialty
property-casualty insurance group which offers products and
services designed to meet the unique needs of niche markets.
Products include insurance for passenger, truck, and moving and
storage transportation companies, alternative risk transfer, or
captive programs for commercial risks, specialty personal lines
products focused primarily on recreational vehicle owners, and
transportation and general commercial insurance in Hawaii and
Alaska. The Company's insurance subsidiaries, including the three
primary insurers, National Interstate Insurance Company, Vanliner
Insurance Company and Triumphe Casualty Company, are rated "A"
(Excellent) by A.M. Best Company. Headquartered in Richfield, Ohio,
National Interstate is an independently operated subsidiary of
Great American Insurance Company, a property-casualty subsidiary of
American Financial Group, Inc. (NYSE:AFG).
Cautionary Statement Regarding
Forward-Looking StatementsThis press release may contain
forward-looking statements within the meaning of the federal
securities laws. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that
are not historical facts. In some cases, you can identify
forward-looking statements by the use of forward-looking
terminology such as “may,” “will,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” or
“potential” or the negative of these words and phrases or similar
words or phrases which are predictions of or indicate future events
or trends and which do not relate solely to historical matters.
Forward-looking statements involve known and unknown risks,
uncertainties, assumptions and contingencies, many of which are
beyond our control, and may cause actual results to differ
significantly from those expressed in any forward-looking
statement. Among others, the following uncertainties and other
factors could cause actual results to differ from those set forth
in the forward looking statements: the failure to receive, on a
timely basis or otherwise, the required approvals by the Company
shareholders and regulatory authorities in connection with the
proposed merger; the risk that a condition to closing of the merger
may not be satisfied; each company’s ability to consummate the
merger; and operating costs and business disruption may be greater
than expected. The foregoing list of factors is not exhaustive.
Additional information about these and other factors can be found
in the Company’s reports filed from time to time with the SEC.
There can be no assurance that the merger will in fact be
consummated. We caution investors not to unduly rely on any
forward-looking statements. All forward-looking statements reflect
the Company’s good faith beliefs, assumptions and expectations, but
they are not guarantees of future performance. Furthermore,
the Company disclaims any obligation to publicly update or revise
any forward-looking statement to reflect changes in underlying
assumptions or factors, of new information, data or methods, future
events or other changes.
Additional Information and Where to Find
ItIn connection with the proposed transaction, the Company
will file with the SEC a proxy statement on Schedule 14A and may
file other documents with the SEC regarding the proposed
transaction. This press release is not a substitute for the
proxy statement or any other document which the Company may file
with the SEC. INVESTORS IN AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders may obtain free
copies of the proxy statement (when available) and other documents
filed with the SEC by the Company through the web site maintained
by the SEC at www.sec.gov or by contacting the investor
relations department of the Company at the following:
Contact:Gary MondaVice President & Chief
Investment OfficerNational Interstate
Corporation877-837-0339investorrelations@nationalinterstate.comwww.natl.com
Participants in the
SolicitationThe Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies in connection with the proposed merger. Information
regarding the Company’s directors and executive officers, including
a description of their direct interests, by security holdings or
otherwise, is contained in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2015, its annual proxy statement
filed with the SEC on March 29, 2016 and Current Report on Form 8-K
filed by the Company with the SEC on July 25, 2016 in connection
with the proposed merger. A more complete description will be
available in the proxy statement on Schedule 14A. You may obtain
free copies of these documents as described in the preceding
paragraph.
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