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8-K - FORM 8-K - PENN MILLERS HOLDING CORP | c25280e8vk.htm |
Exhibit 99.1
PRESS RELEASE
For Immediate Release
Contact: Michael O. Banks 570-200-1340
For Immediate Release
Contact: Michael O. Banks 570-200-1340
PENN MILLERS ANNOUNCES SHAREHOLDER APPROVAL OF MERGER WITH
ACE AMERICAN INSURANCE COMPANY
ACE AMERICAN INSURANCE COMPANY
Wilkes-Barre, Pennsylvania, (Business Wire) November 29, 2011 Penn Millers Holding Corporation
(NASDAQ: PMIC) (Penn Millers or the Company) today announced that, at the Companys Special
Meeting of Shareholders, the shareholders of the Company voted to adopt the Agreement and Plan of
Merger dated September 7, 2011 (the Merger Agreement), by and among the Company, ACE American
Insurance Company (ACE), and Panther Acquisition Corp. (Merger Sub), pursuant to which Merger
Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary
of ACE (the Merger).
The adoption of the Merger Agreement required the affirmative vote of a majority of the votes cast
by the Companys shareholders at the special meeting. Approximately
71.1 percent of the outstanding
shares of common stock of the Company as of the record date were voted at the special meeting. Of
the shares that were voted, approximately
99.8
percent were voted in favor of the Merger.
The Company currently anticipates that the Merger will close on November 30, 2011. Under the Merger
Agreement, the Companys shareholders will receive $20.50 in
cash, without interest, for each share of Penn Millers
common stock.
The Company provides property and casualty insurance through its wholly owned subsidiary, Penn
Millers Insurance Company. Penn Millers Insurance Company provides agribusiness insurance and
commercial lines insurance in 34 states. Penn Millers Insurance Company is rated A- (Excellent)
by A.M. Best Company, Inc. The Company is located at 72 North Franklin Street in Wilkes-Barre, PA.
The Companys web address is http://www.pennmillers.com.
Cautionary Statements Regarding Forward Looking Information
Some of the statements contained herein are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking
statements by terminology such as may, will, should, stand to, expect, plan, intend,
anticipate, believe, estimate, predict, potential, target, forecast or continue, or
the negative of these terms or other terminology. Forward-looking statements are based on the
opinions and estimates of management at the time the statements are made and are subject to certain
risks and uncertainties that could cause actual results to differ materially from those anticipated
in the forward-looking statements. Factors that could affect the Companys actual results include,
among others, the occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement; the failure to satisfy any conditions to completion of the
proposed Merger, including receipt of regulatory approvals; the ability to recognize the benefits
of the proposed Merger; the amount of the costs, fees, expenses and charges related to the proposed
Merger, the fact that our loss reserves are based on estimates and may be inadequate to cover our
actual losses; the uncertain effects of emerging claim and coverage issues on our business,
including the effects of climate change; the geographic concentration of our business; an inability
to obtain or collect on our reinsurance protection; a downgrade in the A.M. Best rating of our
insurance subsidiaries; the impact of extensive regulation of the insurance industry and
legislative and regulatory changes; a failure to realize our investment objectives; the effects of
intense competition; the loss of one or more principal employees; the inability to acquire
additional capital on favorable terms; a failure of independent insurance brokers to adequately
market our products; and the effects of acts of terrorism or war. More information about these and
other factors that potentially could affect our financial results is included in our Annual Report
on Form 10-K filed with the SEC and in our other public filings with the SEC. Investors and
shareholders are cautioned not to place undue reliance upon these forward-looking statements, which
speak only as of the date of this communication. The Company undertakes no obligation to update any
forward-looking statements.
Contact: Michael O. Banks of Penn Millers Holding Corporation, (570) 200-1340