American Financial Group, Inc. Waives Minimum Tender Condition for National Interstate Corporation
Extends Tender Offer to
Compelling Offer Provides Attractive Premium and Certainty of Completion for National Interstate’s Shareholders
GAIC has also extended the expiration date and withdrawal rights to
12:00 midnight, Eastern time, on
Offer Delivers Significant Value to National Interstate’s Shareholder
AFG believes the all-cash offer of
In delivering a
-
The offer price represents a premium of over 35% over the closing
Share price of
National Interstate common stock onFebruary 4, 2014 , the last day prior to the public announcement of the initial Offer to Purchase, and a premium of almost 29% over the average closing share price ofNational Interstate common stock for the 30 trading days ending on that date. -
The offer provides a 70% premium over the book value per
National Interstate share of$17.63 atSeptember 30, 2013 . -
The
$30.00 offer price exceeds the target price at the date of the original offer for every equity research analyst providing a target price as part of their research coverage onNational Interstate .
As a result of these factors, AFG believes its offer delivers a
compelling premium to National Interstate’s unaffiliated shareholders.
AFG urges shareholders to consider its disclosures with respect to this
offer which contain a full description of the transaction including more
detail regarding its analysis of the value provided by this offer. The
offer is not conditioned upon the receipt of any approvals or any
recommendation by the
The Information Agent for the tender offer has advised AFG and GAIC
that, as of close of business on
Additional Information
This press release is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell
About
AFG is an insurance holding company, based in
Forward Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements”. All statements in this press release not dealing with historical results are forward-looking and are based on estimates, assumptions and projections. Examples of such forward-looking statements include statements relating to: the Company’s expectations concerning market and other conditions and their effect on future premiums, revenues, earnings and investment activities; recoverability of asset values; expected losses and the adequacy of reserves for long-term care, asbestos, environmental pollution and mass tort claims; rate changes; and improved loss experience.
Actual results and/or financial condition could differ materially from
those contained in or implied by such forward-looking statements for a
variety of reasons including but not limited to: changes in financial,
political and economic conditions, including changes in interest and
inflation rates, currency fluctuations and extended economic recessions
or expansions in the U.S. and/or abroad; performance of securities
markets; AFG’s ability to estimate accurately the likelihood, magnitude
and timing of any losses in connection with investments in the
non-agency residential mortgage market; new legislation or declines in
credit quality or credit ratings that could have a material impact on
the valuation of securities in AFG’s investment portfolio; the
availability of capital; regulatory actions (including changes in
statutory accounting rules); changes in the legal environment affecting
AFG or its customers; tax law and accounting changes; levels of natural
catastrophes and severe weather, terrorist activities (including any
nuclear, biological, chemical or radiological events), incidents of war
or losses resulting from civil unrest and other major losses;
development of insurance loss reserves and establishment of other
reserves, particularly with respect to amounts associated with asbestos
and environmental claims and AFG’s run-off long-term care business;
availability of reinsurance and ability of reinsurers to pay their
obligations; the unpredictability of possible future litigation if
certain settlements of current litigation do not become effective;
trends in persistency, mortality and morbidity; competitive pressures,
including those in the annuity distribution channels, the ability to
obtain adequate rates and policy terms; changes in AFG’s credit ratings
or the financial strength ratings assigned by major ratings agencies to
our operating subsidiaries; and other factors identified in our filings
with the
The forward-looking statements herein are made only as of the date of this press release. The Company assumes no obligation to publicly update any forward-looking statements, except as required by law.
Source:
American Financial Group, Inc.
Diane P. Weidner, Asst. Vice
President - Investor Relations, 513-369-5713
or
Brunswick
Stan
Neve / Gemma Hart, 212-333-3810
or
Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com