EMC Insurance Group Inc. Files Definitive Proxy Statement and Announces Special Meeting Date in Connection With Proposed Tran...
August 08 2019 - 3:21PM
EMC Insurance Group Inc. (Nasdaq: EMCI) (“EMCI”) today filed the
definitive proxy statement with the U.S. Securities and Exchange
Commission (“SEC”) in connection with Employers Mutual Casualty
Company’s (“EMCC”) proposed acquisition of all of the shares of
EMCI that it does not already own. The definitive proxy statement
is now available on the Investor Relations section of EMCI's
website, as well as www.sec.gov, and will be mailed to EMCI
shareholders on or about August 14, 2019.
EMCI also today announced that the EMCI Special
Meeting of Shareholders (the “Special Meeting”) to vote on the
transaction is scheduled to take place on September 18, 2019, at 10
a.m. Central Time and will be held at 219 Eighth Street, Des
Moines, Iowa 50309. All shareholders of record of EMCI common stock
as of the close of business on August 8, 2019, including all
shareholders not affiliated with EMCC or EMCI, will be entitled to
vote their shares either in person or by proxy at the Special
Meeting. The EMCI Board of Directors, based on the unanimous
recommendation of the Special Committee, recommends that EMCI
minority shareholders vote “FOR” the proposal to approve the
transaction, as described in more detail in the definitive proxy
statement.
If the transaction is approved, EMCC, which
currently owns approximately 54% of EMCI’s outstanding shares, will
acquire all of the remaining shares of EMCI for $36.00 per share in
cash. The transaction has an equity value of approximately $356
million based solely upon the outstanding shares of EMCI not owned
by EMCC.
Highlights of the transaction include:
- Provides immediate and complete liquidity to EMCI’s
minority shareholders upon close. The $36.00 per share
purchase price represents an approximate 50% premium to the $23.99
closing market price of EMCI’s common stock on November 15, 2018,
the last trading day prior to the public announcement of EMCC’s
original proposal to acquire 100% ownership of EMCI. It also
represents a 24% premium to EMCI’s $29.10 book value per share as
of June 30, 2019, a 16% premium to EMCI’s 52-week closing high
prior to the public announcement of EMCC’s original proposal and an
increase of 20% over EMCC’s originally proposed purchase price of
$30.00 per share.
- Follows extensive and thorough negotiation
process. In response to EMCC’s original proposal, the EMCI
Board formed a Special Committee comprised of independent
directors. Bruce G. Kelley, President, Chief Executive Officer and
a director of both EMCI and EMCC, recused himself from all of
EMCI’s and EMCC’s respective discussions, considerations,
recommendations and votes with respect to the proposed transaction
to avoid any potential conflict of interest. The Special Committee
reviewed EMCC’s proposal and considered other options available to
EMCI. The Special Committee was advised by independent financial
and legal advisors, and on May 8, 2019, the Special Committee
received an opinion from its financial advisor that as of such date
and based upon and subject to the assumptions made, procedures
followed, matters considered, and qualifications and limitations
upon review undertaken in preparing the opinion, the merger
consideration of $36.00 per share in cash was fair, from a
financial point of view, to EMCI’s minority shareholders. The
Special Committee unanimously determined that EMCC’s proposed
transaction is fair to, advisable and in the best interests of EMCI
and its minority shareholders and unanimously recommended the
transaction to EMCI’s Board, which approved the transaction (with
Mr. Kelley recusing himself).
- Requires “Majority of the Minority” shareholder
approval. The approval of the transaction requires
the affirmative vote of the holders of at least a majority of the
outstanding common stock owned by the minority shareholders
(shareholders not affiliated with EMCC or EMCI).
EMCI shareholders are encouraged to read the
definitive proxy materials as they summarize, among other things,
the process that led to the proposed transaction with EMCC and the
reasons for the Special Committee’s unanimous recommendation that
minority shareholders vote "FOR" the transaction. Each vote
is very important, regardless of the number of shares
owned. Your failure to vote your shares of common
stock or your abstention from voting on the merger agreement
proposal will have the same effect as a vote "AGAINST" the
transaction.
EMCI shareholders who need assistance in completing the
proxy card, need additional copies of the proxy materials, or have
questions regarding the Special Meeting may contact EMCI’s proxy
solicitors, D.F. King & Co., Inc., toll-free at (800)
714-3310.
AdvisorsSandler O’Neill &
Partners, L.P. is serving as financial advisor to the Special
Committee. Boenning & Scattergood, Inc. provided financial
advice to EMCC’s Board of Directors.
Willkie Farr & Gallagher LLP is acting as
legal counsel to the Special Committee. Foley & Lardner LLP is
acting as legal counsel to EMCC.
About Employers Mutual Casualty
CompanyEmployers Mutual Casualty Company is the parent
company of one of the top 50 insurance organizations in the country
based on net written premiums. EMCC was organized in 1911 to write
workers’ compensation protection in Iowa. Today, operating under
the trade name EMC Insurance Companies, EMCC and its subsidiaries
provide property and casualty insurance products and services
throughout the United States, and EMCC writes reinsurance contracts
worldwide. EMCC is licensed in all 50 states and the District of
Columbia. For more information, visit www.emcins.com.
About EMC Insurance Group
Inc.EMC Insurance Group Inc. is a publicly held insurance
holding company, which was formed in 1974 and became publicly held
in 1982. EMCI’s common stock trades on the Global Select Market
tier of the Nasdaq Stock Market under the symbol EMCI. EMCI’s
parent company is EMCC. Additional information regarding EMCI may
be found at investors.emcins.com.
Forward-Looking Statements This
news release contains certain forward-looking statements that are
intended to be covered by the safe harbors created by the Private
Securities Litigation Reform Act of 1995. When we use words such as
“anticipate,” “intend,” “plan,” “believe,” “estimate,” “expect,” or
similar expressions, we do so to identify forward-looking
statements. Forward-looking statements are based on current
expectations that involve assumptions that are difficult or
impossible to predict accurately and many of which are beyond our
control. Actual results may differ materially from those expressed
or implied in these statements as a result of significant risks and
uncertainties, including, but not limited to, the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement, the inability to obtain the
requisite shareholder approval for the proposed transaction or the
failure to satisfy other conditions to completion of the proposed
transaction, risks that the proposed transaction disrupts current
plans and operations, the ability to recognize the benefits of the
transaction, and the amount of the costs, fees, and expenses and
charges related to the transaction. Additional information about
these risks and uncertainties, as well as others that may cause
actual results to differ materially from those projected, is
contained in EMCI’s filings with the SEC, including EMCI’s Annual
Report on Form 10-K and EMCI’s quarterly reports on Form 10-Q. The
statements in this news release speak only as of the date of this
release and we undertake no obligation to update or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
Additional Information and Where to Find
It In connection with the proposed transaction, EMCI has
filed with the SEC a definitive proxy statement on Schedule 14A and
may file other documents with the SEC regarding the proposed
transaction. This news release is not a substitute for the proxy
statement or any other document that EMCI may file with the SEC.
INVESTORS IN, AND SECURITY HOLDERS OF, EMCI 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 and
other documents filed with the SEC by EMCI through the web site
maintained by the SEC at www.sec.gov or by contacting the
individuals listed below.
Participants in the
Solicitation EMCI and its directors and executive officers
may be deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding
EMCI’s directors and executive officers, including a description of
their direct interests, by security holdings or otherwise, is
contained in EMCI’s Annual Report on Form 10-K for the year ended
December 31, 2018, as amended. A more complete description will be
available in EMCI’s definitive proxy statement which will be mailed
to shareholders on or about August 14, 2019. You may obtain free
copies of these documents as described in the preceding
paragraph.
Media
Contacts: Lisa HamiltonEMC
Senior Vice President – Chief Brand
Officerlisa.l.hamilton@emcins.com 515-345-7589
Matthew Sherman / Jillian Kary / Aiden
WoglomJoele Frank, Wilkinson Brimmer Katcher 212-355-4449
Investor Relations: Steve
WalshEMCI Director of Investor Relationssteve.t.walsh@emcins.com
515-345-2515
1 Based on EMCI’s unaffected closing stock price
on November 15, 2018, the last trading day prior to the public
announcement of EMCC’s original proposal to acquire 100% ownership
of EMCI.
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