FPIC Insurance Group, Inc. (“FPIC”) (NASDAQ: FPIC), a leading
provider of medical professional liability insurance for
physicians, dentists and other healthcare providers, today
announced that FPIC and the other named defendants have signed a
memorandum of understanding with a purported shareholder of FPIC to
settle in principle a putative class action lawsuit, which relates
to the proposed merger of FPIC with Fountain Acquisition Corp., a
wholly owned subsidiary of The Doctors Company. The memorandum of
understanding provides, among other things, that the parties will
seek to enter into a stipulation of settlement which provides for
the release of all asserted claims, subject to court approval.
Pursuant to the memorandum of understanding, FPIC has filed a
supplement to its revised definitive proxy statement with the
Securities and Exchange Commission (the “SEC”), which can be
accessed free of charge at the SEC’s website at www.sec.gov, or at FPIC’s website at www.fpic.com. The supplement to the revised
definitive proxy statement contains certain additional disclosures
that FPIC agreed to make in connection with the proposed settlement
of the lawsuit, although FPIC and the other named defendants have
not admitted in any way that those disclosures are material or are
otherwise required by law. The proposed settlement will not affect
the merger consideration of $42 per share that FPIC’s shareholders
are entitled to receive in the merger.
The special meeting of FPIC’s shareholders to vote on, among
other things, a proposal to approve the proposed merger, will take
place as scheduled on August 12, 2011, at FPIC’s principal office,
located at 1000 Riverside Avenue, Suite 800, Jacksonville, Florida
32204, at 10:00 a.m., Eastern Time. FPIC’s shareholders have the
right to change or revoke their proxies at any time before the vote
taken at the special meeting, as further described on page 23 of
the revised definitive proxy statement filed by FPIC with the SEC
on July 18, 2011.
About FPIC Insurance Group, Inc.
FPIC Insurance Group, Inc., through its subsidiary companies, is
a leading provider of medical professional liability insurance for
physicians, dentists, and other healthcare providers with over
18,000 policyholders, an A- rating by A.M. Best Company and an A-
rating from Fitch Ratings. FPIC is the largest provider of medical
professional liability insurance in Florida, the fourth largest
provider in Texas and a top five provider in Georgia and Arkansas.
In all, FPIC writes medical professional liability insurance in 14
states and is licensed to write in 32 states. Further information
about FPIC is available on the Internet at www.fpic.com.
Forward-Looking Statements
This press release, as well as certain other statements made by
FPIC, may constitute or contain forward-looking statements within
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 that reflect, when made, FPIC's current views
with respect to current events and financial performance. Such
forward-looking statements are and will be, as the case may be,
subject to risks and uncertainties, as well as assumptions that, if
they do not materialize or prove correct, could cause results to
differ materially from those expressed or implied by such
forward-looking statements. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements, including statements of: (a) FPIC’s plans; (b) the
outcome of contingencies; (c) beliefs or expectations; and (d)
assumptions underlying any of the foregoing.
Forward-looking statements may be identified by their use of
forward-looking terminology, such as “believes,” “expects,” “may,”
“should,” “would,” “will,” “intends,” “plans,” “estimates,”
“anticipates,” “projects” and similar words or expressions. You
should not place undue reliance on these forward-looking
statements, which reflect management's opinions only as of the date
of this release. Because these forward-looking statements are based
on estimates and assumptions that are subject to significant
business, economic, and competitive risks and uncertainties, many
of which are beyond FPIC’s control or are subject to change, actual
results could be materially different.
Factors that might cause such a difference include, without
limitation, the following:
- the possibility that the closing of the
merger described in this press release does not occur or is
delayed, either due to the failure of closing conditions, including
approval of FPIC's shareholders, the failure to obtain required
regulatory approvals or other reasons; and
- risks detailed from time to time in
FPIC's public filings with the SEC, including its Annual Report on
Form 10-K for the year ended December 31, 2010, filed with the SEC
on March 9, 2011, its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2011 filed with the SEC on August 3, 2011 and
materials filed in connection with shareholder approval of the
merger.
Other factors not currently anticipated by management may also
materially and adversely affect the closing of the merger described
in this press release. Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of
their dates. FPIC undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Additional Information and Where to Find It
In connection with the proposed merger, FPIC filed with the SEC
a definitive proxy statement on Schedule 14A on July 14, 2011. FPIC
filed a revised definitive proxy statement on July 18, 2011, and
this revised definitive proxy statement was first mailed to
shareholders on or about July 18, 2011.
Before making any voting decision, shareholders are urged to
read carefully the revised definitive proxy statement, all related
supplements and amendments, and other relevant materials (if any,
when they become available) because they contain (and will contain)
important information about the proposed merger and other matters.
Investors and security holders may obtain copies of these documents
and other documents filed with the SEC, free of charge, at the
SEC's website at www.sec.gov. In
addition, investors and security holders may view the documents
filed with the SEC by FPIC at the “Investor Relations” section on
its corporate website at www.fpic.com.
FPIC's officers and directors may be participants in the
solicitation of proxies from FPIC shareholders with respect to the
proposed merger. Information about FPIC's executive officers and
directors, and their ownership of FPIC common stock, is set forth
in the proxy statement for FPIC's 2011 Annual Meeting of
Shareholders, which was filed with the SEC on April 14, 2011, and
in the revised definitive proxy statement relating to the proposed
merger filed with the SEC on July 18, 2011 and first mailed to
FPIC’s shareholders on or about July 18, 2011.
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