North Pointe Holdings Corporation Announces Special Meeting of Shareholders to Approve Acquisition by QBE Holdings, Inc. on Apri
March 07 2008 - 3:43PM
PR Newswire (US)
SOUTHFIELD, Mich., March 7 /PRNewswire-FirstCall/ -- North Pointe
Holdings Corporation (NASDAQ:NPTE) today announced that it has
scheduled a special meeting date for its shareholders on April 10,
2008 to consider and vote on a proposal to adopt the previously
announced definitive merger agreement under which QBE Holdings,
Inc. ("QBE"), a subsidiary of QBE Insurance Group Ltd. (QBE.AX on
the ASX), would acquire the company for $16.00 per share in cash.
The special meeting of shareholders will be held at 9:00 a.m.
Eastern Time at 31301 Evergreen Road in Beverly Hills, Michigan.
All holders of the company's common stock at the close of business
on the record date, March 7, 2008 will be eligible to vote at the
special meeting of shareholders. The company will mail its
definitive proxy statement to its shareholders on or about March
10, 2008. The acquisition is expected to close shortly after the
special meeting of shareholders, assuming shareholder approval and
satisfaction of other closing conditions. About North Pointe North
Pointe is a property and casualty insurer that markets both
specialty commercial and personal insurance products. With a focus
on owner-operated businesses, the company is the nation's largest
insurer of independent bowling centers and the largest insurer of
liquor liability insurance in Michigan. About QBE Holdings, Inc.
QBE Holdings, Inc. is a subsidiary of Australia's QBE Insurance
Group Ltd, one of the top 25 insurers and reinsurers worldwide with
$12.5 billion of annualized gross written premium. QBE Holdings,
headquartered in New York, is a leading North and South American
insurer and reinsurer. It conducts business through various
property and casualty insurance subsidiaries in eight countries.
Additional Information and Where to Find It In connection with the
proposed merger, North Pointe Holdings Corp. filed a preliminary
proxy statement with the Securities and Exchange Commission ("SEC")
on February 1, 2008. SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT FILED WITH THE SEC CAREFULLY AND IN ITS ENTIRETY BECAUSE
IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The
definitive proxy statement will be mailed to North Pointe's
shareholders. In addition, shareholders will be able to obtain the
proxy statement and all other relevant documents filed by North
Pointe with the SEC free of charge at the SEC's Web site
http://www.sec.gov/ or from North Pointe Holdings Corp., Attn:
Investor Relations, P.O. Box 2223, Southfield, MI 48037.
800-229-6742. Participants in the Solicitation North Pointe's
directors, executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the shareholders of the company in favor of the
merger. Information about North Pointe and its directors and
executive officers, and their ownership of the company's securities
and interests in the merger, is included in the company's proxy
statement for its 2007 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on January 9, 2008 and
information concerning all of the company's participants in the
solicitation is included in the final proxy relating to the
proposed merger filed with the Securities and Exchange Commission
on March 7, 2008. Cautionary Notice Regarding Forward-Looking
Statements Certain matters discussed in this document and future
documents may be forward-looking statements. These forward-looking
statements are based on current expectations, estimates, forecasts
and projections of future Company or Industry performance based on
management's judgment, beliefs, current trends and market
conditions. Actual outcomes and results may differ materially from
what is expressed, forecasted or implied in any forward-looking
statement. Forward-looking statements may be identified by the use
of words such as "will," "expects," "intends," "plans,"
"anticipates," "believes," "seeks," "estimates," and similar
expressions. There are a number of risks and uncertainties that
could cause actual results to differ materially from the
forward-looking statements included in this document. These
include, but are not limited to: (1) regulatory approvals required
for the transaction may not be obtained, or required regulatory
approvals may delay the transaction or result in the imposition of
conditions that could have a material adverse effect on the Company
or cause the parties not to consummate the transaction; (2)
conditions to the closing of the transaction may not be satisfied
or waived; (3) the outcome of any legal proceedings to the extent
initiated against the Company and others following the announcement
of the transaction cannot be predicted; (4) the business of the
Company may suffer as a result of uncertainty surrounding the
transaction; and (5) the Company may be adversely affected by other
economic, business, and/or competitive factors. Other factors that
could cause the Company's actual results to differ materially from
those expressed or implied are discussed under "Risk Factors" in
the Company's most recent annual report on Form 10-K and other
filings with the Securities and Exchange Commission. The Company
undertakes no obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise.
Readers are cautioned not to place undue reliance on these
forward-looking statements. To learn more about North Pointe
Holdings Corporation, please visit http://www.npte.com/ DATASOURCE:
North Pointe Holdings Corporation CONTACT: Brian J. Roney, Chief
Financial Officer of North Pointe Holdings Corporation,
+1-248-358-1171, ; or Leslie Loyet of FINANCIAL RELATIONS BOARD,
+1-312-640-6672, , for North Pointe Holdings Corporation Web Site:
http://www.npte.com/
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