Shareholders of PMA Capital Approve Merger with Old Republic
September 21 2010 - 5:42PM
Business Wire
PMA Capital Corporation (NASDAQ:PMACA) today announced
that its Shareholders have voted to adopt the Agreement and Plan of
Merger, dated as of June 9, 2010, among PMA Capital, Old Republic
International Corporation and a wholly-owned subsidiary of Old
Republic. PMA Capital has now received all shareholder and
regulatory approvals necessary to proceed with the closing of the
merger. It is anticipated that the merger will close on Friday,
October 1, 2010.
Under the terms of the merger agreement, shareholders of PMA
will receive 0.55 shares of Old Republic common stock for each
share of PMA Capital common stock, subject to potential adjustment
based on the market price of Old Republic’s common stock as
described in the merger agreement.
PMA Capital also announced that Vincent T. Donnelly and each
other officer of PMA Capital party to an employment or severance
agreement with the Company has agreed to terminate his or her
agreement effective upon the closing of the merger, satisfying that
condition to the closing of the merger. All of these officers
expect to continue in similar executive positions under Old
Republic’s new ownership.
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.
For additional information, visit www.pmacapital.com.
Forward-looking Statements
This press release includes certain forward-looking statements
regarding the anticipated closing date of the merger. The
forward-looking statements are subject to known and unknown risks,
uncertainties and other factors which may cause the outcome of the
forward-looking statement to be materially different from that
expressed in such forward-looking statements. These factors
include, among others, the ability of PMA and Old Republic to
satisfy the closing conditions set forth in the merger agreement in
a timely manner. 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”) and the definitive proxy statement filed by PMA with the
SEC. PMA disclaims any intention or obligation to update or revise
any forward-looking statements, except as required by law.
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