Attached files
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| 8-K - UNION NATIONAL FINANCIAL CORP / PA | v196140_8-k.htm |
Exhibit
99.1
PRESS
RELEASE
For
Immediate Release
Contact:
Mark D.
Gainer
Union
National Financial Corporation
Chairman,
President and CEO
(717)
519-8630
ISS/RISK
METRICS GROUP RECOMMENDS UNION NATIONAL FINANCIAL CORPORATION SHAREHOLDERS VOTE
“FOR” PROPOSED MERGER WITH DONEGAL FINANCIAL SERVICES CORPORATION
Lancaster, Pennsylvania; September 7,
2010. Union National Financial Corporation (“UNNF”) (OTC Bulletin
Board: “UNNF.OB”) announced today that ISS/Risk Metrics Group, a leading
independent proxy advisory firm, has issued a September 2, 2010 report
recommending that UNNF shareholders vote “FOR” the proposed merger of UNNF and
Donegal Financial Services Corporation (“DFSC”), an affiliate of Donegal Group
Inc. (“DGI”) (Nasdaq Global Select: “DGICA”,“DGICB” ), and “FOR” the proposal to adjourn
the UNNF special meeting, if necessary, to solicit additional
proxies.
Mark D. Gainer, UNNF Chairman,
President and Chief Executive Officer, said, “The favorable recommendation of
ISS/RiskMetrics Group supports our Board of Directors’ belief that the proposed
merger is in the best interests of our shareholders as well as our customers,
employees and the communities we serve. We look forward to completing
this transaction and urge UNNF shareholders to follow the Board of Directors’
recommendation, supported by the report of ISS/RiskMetrics Group, by voting “FOR” the proposed
merger and “FOR” the adjournment proposal at the upcoming Special Meeting of
Shareholders on September 16, 2010.”
In coming to its favorable
recommendation, ISS/Risk Metrics stated that “[B]ased on a review of the terms
of the transaction and the factors described [in the report], in particular, the
strategic rationale and the merger premium, as implied by the amended merger
agreement, shareholder support for [the merger] proposal is warranted.”
(1)
ISS/RiskMetrics also noted that “[UNNF]
shareholders could participate in the future success of the combined post-merger
bank through ownership of DGI Class A common stock, benefit from the higher
liquidity of DGI’s [Class A] common stock, and potentially benefit from future
dividend payouts.” (1)
If UNNF shareholders
would like any assistance in voting their shares of UNNF common stock, please contact UNNF’s
proxy solicitor, Georgeson, Inc., toll-free at (866) 821-2614.
DGI is an insurance holding company
whose insurance subsidiaries, along with Donegal Mutual Insurance Company, are
members of the Donegal Insurance Group, which conducts property and casualty
insurance business in 20 Mid-Atlantic, Southern and Midwestern
States. The Donegal Insurance Group has an A.M. Best rating of A
(Excellent).
Province Bank, which DFSC owns, has
three offices in Lancaster County and had approximately $103.3
million in assets at June 30, 2010. Donegal Mutual Insurance Company
and DGI founded DFSC and Province Bank in 2000 to provide more diversified
financial services.
UNNF is a bank holding company whose
principal subsidiary is Union National Community Bank. UNNF had
approximately $501.9 million in assets and stockholders’ equity of approximately
$30.5 million as of June 30, 2010. Union National Community Bank is a
full service national bank that provides a wide range of services to individuals
and small to medium-sized businesses in South Central Pennsylvania.
DGI and UNNF have filed a proxy
statement/prospectus, a supplement to the proxy statement/prospectus and other
relevant documents with the Securities and Exchange Commission (the “SEC”) in
connection with the proposed merger. SHAREHOLDERS OF UNNF ARE ADVISED
TO READ THE PROXY STATEMENT/PROSPECTUS, THE SUPPLEMENT TO THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS DGI OR UNNF FILE WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION.
The proxy statement/prospectus, the
supplement to the proxy statement/prospectus, other relevant materials and any
other relevant documents DGI and UNNF file with the SEC may be obtained free of
chare at the SEC’s website at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the SEC by DGI by contacting Jeffrey D. Miller, Senior Vice President
and Chief Financial Officer, Donegal Group Inc., 1195 River Road, Marietta,
Pennsylvania 17547, telephone: (717) 426-1931, and by UNNF by contacting Mark D.
Gainer, Chairman, President and Chief Executive Officer, Union National
Financial Corporation, 570 Lausch Lane, Suite 300, Lancaster, Pennsylvania
17601, telephone: (717) 519-8630.
UNNF and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
UNNF shareholders in connection with the proposed merger. Information
concerning such participants’ ownership of UNNF stock is set forth in the proxy
statement/prospectus. This press release does not constitute an offer
to sell any securities.
UNNF bases all statements contained in
this release that are not historical facts on its current
expectations. These statements are forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995 and involve a
number of risks and uncertainties. Actual results could vary
materially. Among the factors that could cause actual results to vary
materially are disclosed in the proxy statement/prospectus and the supplement to
the proxy statement/prospectus. You should not place undue reliance
on any such forward-looking statements. UNNF disclaims any obligation
to update such forward-looking statements or to announce publicly the results of
any revisions that UNNF may make to any forward-looking statements to reflect
the occurrence of anticipated or unanticipated events or circumstances after the
date of such statements.
(1) Permission
to use quotations was neither sought nor received.