Harleysville Insurance is Now Part of the Nationwide Family of Companies
May 01 2012 - 7:00AM
Business Wire
Nationwide Mutual Insurance Company (Nationwide) has completed
its previously announced agreement to combine with Harleysville
Mutual Insurance Company (“Harleysville Mutual”) and Harleysville
Group Inc. (NASDAQ:HGIC) (“Harleysville Group”). Now that the
closing under the merger agreement has happened, Harleysville
Mutual policyholders are now policyholders and members of
Nationwide Mutual. Nationwide Mutual acquired all of the publicly
held shares of common stock of Harleysville Group for $60.00 per
share in cash. Accordingly, Harleysville will file the required
documents with the SEC to voluntarily delist Harleysville Group’s
publicly traded stock from the NASDAQ. The total consideration paid
to Harleysville Group’s public stockholders in the transaction is
approximately $834 million.
Steve Rasmussen, Nationwide, Chief
Executive Officer (Photo: Business Wire)
Harleysville is now a part of Nationwide’s P&C independent
agency business unit under the Harleysville brand. In addition,
Harleysville’s current headquarters in Harleysville, PA, will serve
as an integral part of the combined company’s national, independent
agency-based platform. Michael Browne, the former President and
Chief Executive Officer of Harleysville, is now the President and
Chief Operating Officer of Harleysville.
“The completion of the transaction sets Nationwide apart from
the competition as a top independent agency partner in the United
States,” said Nationwide Chief Executive Officer Steve Rasmussen.
“At the same time, Nationwide maintains a strong commitment to our
exclusive agency partners. Combined, we are able to accelerate our
strategy to make it easy for agents and customers to do business
with Nationwide however they desire. Moving forward, we are
committed to making strategic investments in all of our
distribution channels as they all make a vital contribution in our
mission to provide protection and retirement solutions for our
members.”
“This merger means great things for the employees, agents and
members of Nationwide, Allied and Harleysville,” said Browne.
“Together, we are establishing a formidable network of independent
agency companies with a national reach. In turn, the merger will
help both Harleysville and our agents increase market share through
a broader portfolio of insurance, financial and banking products
and services to current and future policyholders.”
Approval Process
Nationwide Mutual policyholders voted to approve the merger on
April 9, 2012. Harleysville Mutual policyholders and Harleysville
Group stockholders voted to approve the transaction on April 24,
2012. Harleysville Mutual voted its 54 percent interest in
Harleysville Group in favor of the merger. The transaction was also
reviewed and approved by the Pennsylvania Insurance Department, the
Ohio Department of Insurance and various other regulatory
bodies.
Outside advisor information
Bank of America Merrill Lynch, Jones Day and Saul Ewing LLP
advised Nationwide in connection with the transactions. Credit
Suisse Securities (USA) LLC acted as financial advisor to
Harleysville Mutual and Harleysville Group in connection with the
transactions, Griffin Financial Group LLC provided additional
financial advice to Harleysville Mutual, including a fairness
opinion to Harleysville Mutual, and Keefe, Bruyette & Woods,
Inc. provided additional financial advice to Harleysville Group,
including a fairness opinion as to the consideration to be received
by Harleysville’s public stockholders. Ballard Spahr LLP acted as
legal counsel to Harleysville Mutual, and Fox Rothschild LLP acted
as legal counsel to Harleysville Group. Stevens & Lee P.C. and
Stradley, Ronon, Stevens & Young, LLP also provided legal
advice to Harleysville Mutual.
Harleysville Stockholder Information
All shares of Harleysville Group stock held by public
stockholders now have been converted into the right to receive the
merger consideration of $60.00 per share. Nationwide has retained
the services of Wells Fargo Shareowner Services (who also served as
Harleysville Group’s transfer agent) to administer the exchange of
outstanding Harleysville Group shares for such merger
consideration. Stockholders who hold shares in an account with
Wells Fargo Shareowner Services will receive a separate mailing
from Wells Fargo with instructions regarding how to exchange
outstanding Harleysville Group shares for merger consideration.
Stockholders who hold shares in brokerage accounts will receive
merger consideration through their brokers without having to take
any action.
About Allied Insurance and Harleysville Insurance
Allied Insurance and Harleysville Insurance are responsible for
Nationwide Mutual Insurance Company's property and casualty
independent agency system. Collectively, Allied (based in Des
Moines, Iowa) and Harleysville (based in Harleysville, PA) operate
in 44 states. Between the two companies, they provide a full range
of personalized insurance and financial services, including auto,
motorcycle, boat, homeowners, farm, commercial and life insurance.
Further information about the companies can be found at
www.alliedinsurance.com and www.harleysvillegroup.com.
About Nationwide
Nationwide, based in Columbus, Ohio, is one of the largest and
strongest diversified insurance and financial services
organizations in the U.S. and is rated A+ by A.M. Best. The company
provides a full range of personalized insurance and financial
services, including auto insurance, motorcycle, boat, homeowners,
life insurance, farm, commercial insurance, administrative
services, annuities, mortgages, mutual funds, pensions and
long-term savings plans. For more information, visit
www.nationwide.com.
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