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8-K - FORM 8-K - FPIC INSURANCE GROUP INC | y92362e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
August 12, 2011
FPIC Insurance Group, Inc. Shareholders Approve Acquisition by The Doctors Company
JACKSONVILLE, Florida August 12, 2011 (Business Wire) FPIC Insurance Group, Inc.
(FPIC) (NASDAQ: FPIC) today announced that FPICs shareholders have approved the acquisition of
FPIC by The Doctors Company pursuant to the merger agreement dated May 23, 2011. At the special
meeting of FPICs shareholders held today, the merger agreement
was approved by 99.10% of the shares
voted. Shareholders holding 72.82% of the outstanding shares were present at the meeting in person or
by proxy.
John R. Byers, President and Chief Executive Officer of FPIC, stated We are pleased by this
overwhelming support and approval of the acquisition by our shareholders. In addition to
delivering significant value to our shareholders, this transaction will place our organization with
one of the largest and most respected medical professional liability insurance organizations in the
nation, which will benefit our policyholders, our organization as a whole and the Florida medical
professional liability insurance market.
Kenneth M. Kirschner, Chairman of the Board of FPIC, further commented, In addition to the
overwhelming support of our shareholders, two of our key strategic partners, the Florida Medical
Association and the Florida Dental Association, have also expressed their support for the
transaction. We are pleased to have found a well-respected partner in The Doctors Company and look
forward to completing the transaction.
The date of the closing of the acquisition, which cannot take place until all applicable regulatory
approvals have been received, has not yet been determined. At the closing, each of FPICs
outstanding shares of common stock will be converted into the right to receive $42 per share in
cash.
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.
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, FPICs 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) FPICs plans; (b) the outcome of contingencies; (c) beliefs or expectations; and (d) assumptions underlying any of the foregoing.
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, FPICs 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) FPICs 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 managements 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 FPICs 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 acquisition described in this press release does not occur or is delayed, either due to the failure of closing conditions, including the failure to obtain required regulatory approvals, or other reasons; and | ||
| risks detailed from time to time in FPICs 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 acquisition. |
Other factors not currently anticipated by management may also materially and adversely affect the
closing of the acquisition 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.
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