| CHICAGO and BLUE BELL,
Pa., June 10 /PRNewswire-FirstCall/ -- Old Republic International Corporation
(NYSE: ORI) ("Old Republic") and PMA Capital Corporation (Nasdaq: PMACA)
("PMA") announced today that the companies have entered into a merger
agreement pursuant to which Old Republic will acquire all of PMA's outstanding
common stock. Under the terms of the agreement approved by the boards of directors
of both companies, Old Republic will issue 0.55 shares of Old Republic common
stock in exchange for each outstanding common share of PMA. Depending on the price
of Old Republic's common stock preceding the closing of the merger, the exchange
ratio may be adjusted upwards or downwards, but will not exceed 0.60 or be less
than 0.50. The initial exchange ratio represents a premium of approximately 15%
to the closing price of PMA's common stock on June 8, 2010, the last trading day
before the signing of the merger agreement. As of the latter date the transaction
therefore attributes a total enterprise value for PMA of approximately $365 million,
consisting of $228 million for PMA common shares and $137 million for its debt. The
transaction is expected to close during the third quarter of 2010, subject to
approval by PMA's shareholders, regulatory approvals and other customary closing
conditions. Speaking
from PMA's headquarters, Vincent Donnelly, President and CEO, said that "We
are pleased that we were able to reach this agreement with Old Republic, and we
believe that this merger will have positive benefits to our shareholders, clients
and employees. We expect that this transaction will enable our shareholders to
realize greater long-term value than if we continued to operate as a stand-alone
entity. We also believe that the additional financial strength and stability of
a larger well diversified company will benefit our clients, employees and other
stakeholders. Following the closing, we will continue to do business as the PMA
Companies, and we will maintain our company headquarters in Blue Bell, Pennsylvania
with our experienced leadership team and local service locations. We are excited
about the opportunity that Old Republic presents for the continued profitable
growth of our businesses." In
announcing the merger from Old Republic's Chicago headquarters, Al Zucaro. Chairman
and CEO stated that ". . . we are extremely pleased to welcome PMA's management
and all of its associates to our family of companies. This merger is consistent
with our long term strategic plan to grow our General Insurance business. The
alliance of our two companies results in a well-capitalized insurance group appropriately
positioned to take advantage of the many opportunities and synergies which will
no doubt be available to us. The two companies share a commitment to conservative
underwriting and a focus on select industries important to the American economy.
We are convinced that the long-term orientation of the decision to effect this
merger will at once provide greater scale, balance and diversification for our
general insurance business, and produce enhanced future benefits for the combined
shareholder groups." B
of A Merrill Lynch is acting as exclusive financial advisor and Ballard Spahr
LLP as legal counsel to PMA Capital Corporation. Macquarie Capital acted as financial
advisor to Old Republic. Background PMA
Capital Corporation, headquartered in Blue Bell, Pennsylvania, is a holding company
whose operating subsidiaries provide insurance and fee-based services. Insurance
products include workers' compensation and other commercial property and casualty
lines of insurance. Fee-based services include third party administrator, managing
general agent and program administrator services. The operating subsidiaries are
marketed under PMA Companies and include The PMA Insurance Group, PMA Management
Corp., PMA Management Corp. of New England and Midlands Management Corporation.
As of March 31, 2010, PMA had assets of approximately $2.4 billion and common
shareholders' equity of $418 million or $12.96 per share. The current stock
market valuation is approximately $199 million or $6.17 per share. For additional
information visit www.PMACompanies.com. Chicago-based
Old Republic International Corporation is an insurance holding company whose subsidiaries
market, underwrite and provide risk management services for a wide variety of
coverages, principally in the property and liability, mortgage guaranty, and title
insurance fields. One of the nation's 50 largest publicly held insurance organizations,
Old Republic has assets of approximately $14.3 billion and common shareholders'
equity of nearly $4.0 billion or $16.90 per share. Its current stock market valuation
is approximately $3.1 billion or $12.86 per share. For the latest news releases
and other corporate documents on Old Republic International visit www.oldrepublic.com. Forward-looking
Statements This
press release includes certain forward-looking statements. The forward-looking
statements are subject to known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Old Republic
or PMA to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These factors include,
among others, the timing and completion of the merger, the ability to obtain regulatory
and other approvals relating to the merger, and the effect of this announcement
on PMA's customer relationships, operating results and business generally. These
factors also include, but are not limited to, the risks and uncertainties described
in Old Republic's and PMA's reports filed with the Securities and Exchange Commission
("SEC"). These filings include the Annual Reports on Form 10-K for the
year ended December 31, 2009, which are available at www.sec.gov., Old Republic
and PMA disclaim any intention or obligation to update or revise any forward-looking
statements, except as required by law. Additional
Information This
press release does not constitute an offer for the sale or exchange of securities.
Old Republic will file with the SEC a registration statement on Form S-4 that
will include PMA's proxy statement and will also constitute a prospectus of Old
Republic. Old Republic and PMA also plan to file other documents with the SEC
regarding the proposed transaction. A definitive proxy statement/prospectus will
be sent to PMA's shareholders.PMA SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER, OLD REPUBLIC AND PMA. Shareholders
may obtain free copies of the proxy statement and other documents filed by PMA
(when available), at the SEC's Web site at www.sec.gov or at PMA's Web site at
www.pmacapital.com. The proxy statement and such other documents may also be obtained
for free, when they become available from PMA, by directing such request to Investor
Relations, PMA Capital Corporation, 380 Sentry Parkway, Blue Bell, Pennsylvania,
telephone: 610-397-5298. PMA
and its directors, executive officers and other members of its management and
employees may be deemed to be participants in the solicitation of proxies from
PMA Capital's shareholders in connection with the proposed transaction. Information
concerning the interests of those persons is set forth in PMA's proxy statement
relating to the 2010 annual meeting of shareholders and annual report on Form
10-K for the fiscal year ended December 31, 2009, both filed with the SEC, and
will also be set forth in the proxy statement relating to the transaction when
it becomes available. SOURCE
Old Republic International Corporation
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