Argonaut Group, Inc. Stockholders Approve Merger Agreement with PXRE Group Ltd. at Special Meeting of Stockholders
July 25 2007 - 3:45PM
Business Wire
Argonaut Group, Inc. (NasdaqGS:AGII) today announced that, at its
Special Meeting of Stockholders held today in San Antonio,
shareholders voted to approve the previously announced merger
agreement providing for the merger of Argonaut Group and a wholly
owned subsidiary of PXRE Group Ltd. (NYSE:PXT). Subject to the
satisfaction or waiver of the remaining conditions set forth in the
merger agreement, Argonaut Group and PXRE Group expect to complete
the proposed merger in early August 2007. The combined entity will
do business as Argo Group International Holdings, Ltd. (�Argo
Group�). Argo Group will become the Bermuda holding company for
PXRE Group�s existing insurance and other subsidiaries, including
its newly formed Bermuda reinsurer Peleus Reinsurance Ltd. and
Argonaut Group�s existing operations. Argo Group will trade on the
NASDAQ Global Select Market under Argonaut Group, Inc.�s existing
ticker symbol, AGII. ABOUT ARGONAUT GROUP, INC. Headquartered in
San Antonio, Argonaut Group, Inc. (NasdaqGS:AGII) is a national
underwriter of specialty insurance products in niche areas of the
property and casualty market, with $3.8 billion in assets. Argonaut
Group offers a full line of high quality products and services
designed to meet the unique coverage and claims handling needs of
businesses in three primary segments: Excess and Surplus Lines,
Select Markets, and Public Entity. Members of Argonaut Group
include Colony, Argonaut Specialty, Rockwood, Great Central,
Grocers Insurance, Trident, and Argonaut Insurance. Information on
Argonaut Group and its subsidiaries is available at
www.argonautgroup.com. FORWARD-LOOKING STATEMENTS This press
release contains certain statements that are �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, as
amended. Such statements are qualified by the inherent risks and
uncertainties surrounding future expectations generally and also
may materially differ from actual future experience involving any
one or more of such statements. Such risks and uncertainties
include: Argonaut Group�s inability to satisfy the conditions to
closing the merger and other risk factors as set forth from time to
time in Argonaut Group�s filings with the SEC. The inclusion of a
forward-looking statement herein should not be regarded as a
representation by Argonaut Group that Argonaut Group�s objectives
will be achieved. Argonaut Group undertakes no obligation to
publicly update forward-looking statements, whether as a result of
new information, future events or otherwise. WHERE TO FIND
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION In
connection with the proposed merger transaction between PXRE and
Argonaut Group, Inc., PXRE has filed with the SEC a registration
statement on Form S-4 which contains a joint proxy
statement/prospectus. PXRE and Argonaut Group, Inc. mailed the
joint proxy statement/prospectus on or about June 20, 2007 to their
respective shareholders of record on June 4, 2007. Investors and
shareholders of PXRE and Argonaut Group, Inc. are urged to read the
definitive joint proxy statement/prospectus (including any
amendments or supplements thereto) and any other relevant materials
regarding the proposed merger transactions because they contain
important information about PXRE, Argonaut Group, Inc., and the
contemplated merger transaction. The definitive joint proxy
statement/prospectus and other relevant materials, and any other
documents filed by PXRE with the SEC, may be obtained free of
charge at the SEC's web site at http://www.sec.gov. In addition,
investors and shareholders may obtain free copies of the documents
filed with the SEC by PXRE by directing a written request to
Argonaut Group, Inc, Attention: Mark W. Haushill, Chief Financial
Officer, 10101 Reunion Place, Suite 500, San Antonio, TX 78216 or
by calling 210-321-8400. Investors and shareholders are urged to
read the definitive joint proxy statement/prospectus and any other
relevant materials before making any investment decisions with
respect to the proposed merger transaction. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended. PARTICIPANTS IN THE SOLICITATION PXRE and its directors
and executive officers and Argonaut Group, Inc., and its directors
and executive officers may be deemed to have participated in the
solicitation of proxies from the shareholders of PXRE and Argonaut
Group, Inc. in connection with the proposed merger transaction.
Information regarding the special interests of these directors and
executive officers in the proposed merger transaction is included
in the joint proxy statement/prospectus referred to above.
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