American Financial Group, Inc. and National Interstate Corporation Announce Closing of Merger Agreement
11 11월 2016 - 6:00AM
Business Wire
American Financial Group, Inc. (NYSE: AFG) and National
Interstate Corporation (Nasdaq: NATL) today announced the closing
of the previously announced merger whereby AFG acquired all shares
of National Interstate not previously owned by AFG’s wholly-owned
subsidiary, Great American Insurance Company (GAIC). Shareholders
of NATL, other than Great American, received $32.00 per share in
cash in the transaction, without interest and less any required
withholding taxes. In addition, National Interstate declared and
paid a one-time special dividend to its shareholders immediately
prior to the closing of $0.50 per NATL share in cash. In connection
with the completion of the transaction, NATL’s shares will cease to
trade on NASDAQ and will be delisted.
The purchase price to acquire the National Interstate shares not
currently owned by Great American, including the $0.50 special
dividend, was approximately $320 million. Because NATL was a
consolidated subsidiary of AFG prior to the merger, the acquisition
will be accounted for as an equity transaction, with the excess of
the consideration paid over the carrying value of the
noncontrolling interest acquired recorded as a direct reduction in
AFG’s Capital Surplus (approximately $140 million based on balances
as of September 30, 2016). In addition, the merger allows NATL and
its subsidiaries to become members of the AFG consolidated tax
group, which will result in a non-core tax benefit of approximately
$66 million to AFG during the fourth quarter of 2016.
About National
Interstate
National Interstate Insurance Company, a wholly owned subsidiary
of National Interstate Corporation, is a specialty property and
casualty insurance company with a niche orientation and focus on
the transportation industry. National Interstate differentiates
itself by offering insurance products and services designed to meet
the unique needs of targeted insurance buyers. Products include
insurance for passenger, moving and storage, and truck
transportation companies, alternative risk transfer, or captive,
insurance programs for commercial risks, specialty personal lines
consisting of insurance products focused primarily on recreational
vehicle owners, and transportation and general commercial insurance
in Hawaii and Alaska. National Interstate and its insurance
subsidiaries, which include Vanliner Insurance Company and Triumphe
Casualty Company, are rated "A" (Excellent) by A.M. Best Company.
Founded in 1989, National Interstate is headquartered in Richfield,
Ohio with operations in Kapolei, Hawaii, and Fenton, Missouri.
About American Financial Group,
Inc.
American Financial Group is an insurance holding company, based
in Cincinnati, Ohio with assets over $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.
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, investment
activities and the amount and timing of share repurchases;
recoverability of asset values; expected losses and the adequacy of
reserves for 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; 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;
availability of reinsurance and ability of reinsurers to pay their
obligations; trends in persistency and mortality; competitive
pressures; 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 AFG’s operating subsidiaries;
the impact of the conditions in the international financial markets
and the global economy (including those associated with the United
Kingdom's expected withdrawal from the European Union, or "Brexit")
relating to AFG’s international operations; and other factors
identified in AFG’s or NATL’s 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161110006485/en/
American Financial Group, Inc.Diane P. Weidner,
513-369-5713Asst. Vice President – Investor RelationsorWebsites:www.AFGinc.comwww.GreatAmericanInsuranceGroup.com
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