CERG Ceres (MM)

CINCINNATI, June 7 /PRNewswire-FirstCall/ -- Great American Financial Resources, Inc. ("GAFRI") (NYSE:GFR) today announced that the Department of Justice and Federal Trade Commission have granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, relating to the previously announced agreement for GAFRI to acquire Ceres Group, Inc. (NASDAQ:CERG) by merger. On May 1, 2006, GAFRI and Ceres entered into a Merger Agreement whereby each outstanding share of common stock of Ceres will be converted into the right to receive $6.13 cash and Ceres will become a wholly-owned subsidiary of GAFRI. The termination of the Hart-Scott- Rodino waiting period satisfies one of the conditions for GAFRI's acquisition of Ceres. Consummation of the merger, which is expected to occur in the third quarter of 2006, remains subject to other customary closing conditions, including receipt of approvals from the Nebraska and Ohio Departments of Insurance and approval of the merger by Ceres stockholders. (Logo: http://www.newscom.com/cgi-bin/prnh/20041206/CLM061LOGO ) About GAFRI GAFRI is a Cincinnati-based insurance holding company with $12 billion in assets. The Company's subsidiaries include Great American Life Insurance Company, Annuity Investors Life Insurance Company, United Teacher Associates Insurance Company (headquartered in Austin, Texas) and Loyal American Life Insurance Company. Through these companies, GAFRI markets traditional fixed, indexed and variable annuities and a variety of supplemental insurance products. For more information, visit http://www.gafri.com/. About Ceres Group Ceres Group, Inc., through its insurance subsidiaries, provides a wide array of health and life insurance products through two primary business segments. Ceres' Medical Segment includes major medical health insurance for individuals, families, associations and small businesses. The Senior Segment includes senior health, life and annuity products for Americans age 55 and over. To help control medical costs, Ceres also provides medical cost management services to its insured. Ceres' nationwide distribution channels include independent and career agents, as well as electronic distribution systems. Ceres is included in the Russell 3000(R) Index. For more information, visit http://www.ceresgp.com/. Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 encourages corporations to provide investors with information about the Company's anticipated performance and provides protection from liability if future results are not the same as management's expectations. Documents may contain certain forward-looking statements that are based on assumptions which management believes are reasonable but, by their nature, inherently uncertain. Future events and results could differ materially from those projected. Factors that could cause such differences include, but are not limited to: changes in economic conditions, market interest rates, regulatory actions and changes in the financial condition or results of operations of Ceres. Forward-looking statements are made only as of the date of their release and GAFRI does not have any obligation to update any forward-looking statements to reflect subsequent events or circumstances. http://www.newscom.com/cgi-bin/prnh/20041206/CLM061LOGO http://photoarchive.ap.org/ DATASOURCE: Great American Financial Resources, Inc. CONTACT: Mark F. Muething of Great American Financial Resources, Inc., +1-513-333-5515 Web site: http://www.gafri.com/ http://www.ceresgp.com/

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