Security Capital Corporation Stockholders Approve Merger
September 08 2006 - 4:49PM
Business Wire
Security Capital Corporation (AMEX: SCC) ("Security Capital" or the
"Company") announced today that its stockholders have adopted the
merger agreement pursuant to which Sedgwick CMS Holdings, Inc.
("Sedgwick CMS") will acquire all of the outstanding shares of
Security Capital Common Stock and Class A Common Stock. More than
95% of the Company's outstanding shares were voted in favor of the
adoption of the merger agreement. Upon the completion of the
merger, Security Capital stockholders will be entitled to receive
$16.46 in cash per share of Security Capital Common Stock and Class
A Common Stock. The merger is expected to close shortly. As soon as
reasonably practicable after the merger closes, a paying agent
designated by Sedgwick CMS will mail a form of letter of
transmittal and instructions to all of Security Capital's
stockholders of record. The form of letter of transmittal and
instructions will tell such stockholders how to surrender their
stock certificates in exchange for the $16.46 per share
consideration, without interest. Commenting on the approval of the
merger by Security Capital's stockholders, Brian D. Fitzgerald,
Chairman, President and CEO of the Company, stated: "The merger
represents the culmination of our previously announced formal sale
process of the Company. The Company's Board of Directors believes
that the formal sale process has resulted in the Company's
stockholders receiving the highest price reasonably obtainable for
their shares." Security Capital operates as a holding company that
actively participates in the management of its subsidiaries. The
Company conducts business through its approximately 84%-owned
subsidiary WC Holdings, Inc. ("WC"). WC, through its wholly owned
subsidiary, CompManagement, Inc., is a leading independent provider
of comprehensive claims management, cost containment and consulting
services designed to control the cost to employers of workers'
compensation, medical malpractice, automobile, general liability,
unemployment and short- and long-term disability insurance
benefits. WC's activities are primarily centered in Ohio,
California, Virginia, Maryland, Texas, Michigan, Florida,
Washington, Minnesota and New York. Sedgwick CMS is the parent
company of Sedgwick Claims Management Services, Inc., a leading
provider of innovative claims and productivity management
solutions. The principal equity holders of Sedgwick CMS are
Fidelity National Financial, Inc. (NYSE: FNF), Thomas H. Lee
Partners, L.P. and Evercore Capital Partners. Forward-Looking
Statement This press release contains "forward-looking" statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Such statements are based
upon management's current expectations and are subject to a number
of factors and uncertainties which could cause actual results to
differ materially from those described in the forward-looking
statements. Such factors and uncertainties include, but are not
limited to: future legislative changes which could impact the laws
governing workers' compensation and medical malpractice insurance
in the various states in which the Company's employer cost
containment and health services segment operates, the Company's
ability to enhance its existing services and successfully introduce
and market new services, new service developments by the Company's
competitors, market acceptance of new services of both the Company
and its competitors, competitive pressures on prices, the ability
to attract and retain qualified personnel, interest rates, the
effects on the Company of an event of default under the Company's
loan agreement, the tax treatment of the special cash dividend, and
the Company's ability to consummate the merger, including the
satisfaction of any conditions precedent to the merger.
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