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MEEMIC HOLDINGS INC
·
8-K
Jul 12, 9:59 AM ET
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MEEMIC HOLDINGS INC 8-K
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6
FOR IMMEDIATE RELEASE
CONTACT: Christine C. Schmitt
Chief Financial Officer (248) 377-8523
MEEMIC HOLDINGS, INC. ANNOUNCES BOARD APPROVAL OF DEFINITIVE MERGER AGREEMENT TO ACQUIRE ALL OUTSTANDING SHARES OF STOCK NOT CURRENTLY OWNED BY PROASSURANCE CORPORATION
Auburn Hills, Mich., July 9, 2002 /PRNewswire/ - - MEEMIC Holdings, Inc. (Nasdaq: MEMH) announced today that the Company’s Board of Directors, including its committee of independent directors, has unanimously approved a definitive agreement pursuant to which shareholders other than ProAssurance Corporation’s (NYSE: PRA) ProNational Insurance Company subsidiary will have the opportunity to sell their shares to the Company in a tender offer at a price per share of $29.00, net to the shareholders in cash. If certain conditions are satisfied, the agreement contemplates that the remaining shares would be acquired through a merger at the same price. The committee of independent directors has received a written opinion of its financial advisor that, from a financial point of view, the consideration to be paid to the independent shareholders is fair to such shareholders. The tender offer and merger are subject to prior approval by the independent shareholders of the Company and to various other conditions.
The Company expects to file a proxy statement with the Securities and Exchange Commission by July 31, 2002. As a result of the completion of the offer, the Company’s stock could be delisted from the Nasdaq Stock Market and its registration under the Securities Exchange Act of 1934, as amended, could be terminated. The Company intends to use primarily its own existing cash resources to fund the purchase of the shares.
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