Kemper and Infinity Announce Receipt of Approvals to Close Acquisition of Infinity
June 28 2018 - 4:44PM
Business Wire
Kemper Corporation (NYSE: KMPR) and Infinity Property and
Casualty Corporation (NASDAQ: IPCC) today announced receipt of all
regulatory approvals necessary to complete the previously announced
proposed acquisition by Kemper of Infinity, a leading provider of
auto insurance focused on serving the specialty, nonstandard
segment. The acquisition is subject to closing conditions and is
expected to close on July 2, 2018.
“We’re pleased to have received all of the regulatory approvals
needed to close our acquisition of Infinity,” said Joseph P.
Lacher, President and Chief Executive Officer of Kemper. “Our teams
have been working hard toward integration, and this important step
brings us closer to our strategic combination to form a leader in
the specialty auto insurance market.”
Glen N. Godwin, Infinity Chief Executive Officer, added: “The
receipt of approvals is a key milestone in our ability to
consummate our merger and create a stronger company for the benefit
of all our stakeholders.”
About Kemper Corporation
The Kemper family of companies is one of the nation’s leading
insurers. With $8 billion in assets, Kemper is improving the world
of insurance by offering personalized solutions for individuals,
families and businesses. Kemper's businesses collectively:
- Offer insurance for home, auto, life,
health and valuables
- Service six million policies
- Represented by 20,000 agents and
brokers
- Employ 5,550 associates dedicated to
providing exceptional service
- Licensed to sell insurance in 50 states
and the District of Columbia
Learn more about Kemper.
About Infinity Property and Casualty Corporation
Infinity Property and Casualty Corporation (NASDAQ: IPCC) is a
national provider of automobile insurance with a concentration on
nonstandard auto insurance. Its products are offered through a
network of approximately 10,600 independent agencies and brokers.
For more information about Infinity, please visit
www.infinityauto.com.
Cautionary Statements Regarding Forward-Looking
Information
This communication may contain or incorporate by reference
statements or information that are, include or are based on
forward-looking statements within the meaning of the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements give expectations, intentions, beliefs
or forecasts of future events or otherwise for the future, and can
be identified by the fact that they relate to future actions,
performance or results rather than relating strictly to historical
or current facts. Words such as “believe(s),” “goal(s),”
“target(s),” “estimate(s),” “anticipate(s),” “forecast(s),”
“project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may,”
“could” and variations of such words and other words and
expressions of similar meaning are intended to identify such
forward-looking statements. However, the absence of such words or
other words and expressions of similar meaning does not mean that a
statement is not forward-looking.
Any or all forward-looking statements may turn out to be wrong,
and, accordingly, readers are cautioned not to place undue reliance
on such statements. Forward-looking statements involve a number of
risks and uncertainties that are difficult to predict, and are not
guarantees or assurances of future performance. No assurances can
be given that the results and financial condition contemplated in
any forward-looking statements will be achieved or will be achieved
in any particular timetable. Forward-looking statements involve a
number of risks and uncertainties that are difficult to predict,
and can be affected by inaccurate assumptions or by known or
unknown risks and uncertainties that may be important in
determining actual future results and financial condition. The
general factors that could cause actual results and financial
condition to differ materially from those expressed or implied
include, without limitation, the following: (a) the satisfaction or
waiver of the conditions precedent to the consummation of the
proposed merger transaction involving Kemper Corporation
(“Kemper”), a wholly-owned subsidiary of Kemper and Infinity
Property and Casualty Corporation (“Infinity”); (b) unanticipated
difficulties or expenditures relating to such proposed merger
transaction; (c) risks relating to the value of the shares of
Kemper’s common stock to be issued in such proposed merger
transaction; (d) disruptions of Kemper’s and Infinity’s current
plans, operations and relationships with third persons caused by
the announcement and pendency of such proposed merger transaction,
including, without limitation, the ability of the combined company
to hire and retain any personnel; (e) legal proceedings that may be
instituted against Kemper and Infinity in connection with such
proposed merger transaction; and (f) those factors listed in
annual, quarterly and periodic reports filed by Kemper and Infinity
with the Securities and Exchange Commission (the “SEC”), whether or
not related to such proposed merger transaction.
Kemper and Infinity assume no, and expressly disclaim any, duty
or obligation to update or correct any forward-looking statement as
a result of events, changes, effects, states of facts, conditions,
circumstances, occurrences or developments subsequent to the date
of this communication or otherwise, except as required by law.
Readers are advised, however, to consult any further disclosures
Kemper and Infinity make on related subjects in its filings with
the SEC.
Additional Information About the Transaction and Where to
Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication relates to the
proposed merger transaction involving Kemper, a wholly-owned
subsidiary of Kemper and Infinity, among other things. In
connection therewith, Kemper filed with the SEC a Registration
Statement on Form S-4 that includes a
definitive joint proxy statement of Kemper and Infinity and also
constitutes a definitive prospectus of Kemper, and each of Kemper
and Infinity may be filing with the SEC other documents regarding
the proposed transaction. Kemper and Infinity commenced mailing of
the definitive joint proxy statement/prospectus to Kemper’s
shareholders and Infinity’s shareholders on April 30, 2018.
BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND
SECURITYHOLDERS OF KEMPER AND/OR INFINITY ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Investors and securityholders may obtain free copies of the
definitive joint proxy statement/prospectus, any amendments or
supplements thereto and other documents filed with the SEC by
Kemper and Infinity through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by Kemper
are available free of charge under the “Investors” section of
Kemper’s website located at http://www.kemper.com or by contacting
Kemper’s Investor Relations Department at 312.661.4930 or
investors@kemper.com. Copies of the documents filed with the SEC by
Infinity are available free of charge under the “Investor
Relations” section of Infinity’s website located at
http://www.infinityauto.com or by contacting Infinity’s Investor
Relations Department at 205.803.8186
or investor.relations@infinityauto.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180628006422/en/
Kemper CorporationNews Media:Barbara
Ciesemier312.661.4521bciesemier@kemper.comorInvestors:Michael
Marinaccio312.661.4930investors@kemper.com
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