Specialty Underwriters' Alliance, Inc. Responds to Most Recent Hallmark Letter
July 02 2008 - 9:30AM
PR Newswire (US)
CHICAGO, July 2 /PRNewswire-FirstCall/ -- Specialty Underwriters'
Alliance, Inc. (NASDAQ:SUAI) today announced that it has responded
to a letter, dated July 1, 2008, from Hallmark Financial Services,
Inc. ("Hallmark") in which Hallmark stated that it was reaffirming
its conditional proposal to acquire all the outstanding stock of
SUAI for shares of common stock of Hallmark, valuing each share of
SUAI stock at $6.50. As previously disclosed by SUAI on June 26,
2008, the Board of Directors of SUAI, in consultation with its
financial and legal advisors, reviewed Hallmark's proposal to
acquire SUAI. After a thorough deliberation, the SUAI Board
unanimously concluded that the Hallmark proposal should be rejected
and that SUAI should remain independent and continue with the
execution of its current business strategy, which the Board
believes represents a better long-term value for the company's
shareholders. In a letter to Hallmark, dated July 2, 2008, SUAI
informed Hallmark that, given that Hallmark's letter of July 1,
2008 was just a restatement of the original Hallmark proposal,
there was no reason for the Board of SUAI to reconsider. The
following is a copy of SUAI's letter to Hallmark: July 2, 2008 Mark
E. Schwarz Executive Chairman Hallmark Financial Services, Inc. 777
Main Street Suite 1000 Fort Worth, Texas 76102 Dear Mark: I am
writing in response to your letter of July 1, 2008 (the "July 1st
Letter") in which you state that you reaffirm the conditional
proposal Hallmark Financial Services, Inc. ("Hallmark") made, in a
letter dated June 16, 2008 (the "June 16th Letter") to the Board of
Directors of Specialty Underwriters' Alliance, Inc. (the Company"),
to acquire all the outstanding stock of the Company for shares of
common stock of Hallmark, valuing each share of the Company's stock
at $6.50. The July 1st Letter does not constitute a new proposal,
nor does it modify any of the material terms of the proposal that
was set forth in the June 16th Letter and that was carefully
considered by our Board and its advisers. The July 1st Letter also
incorrectly characterizes the Company as not having responded to
your inquires since June 17, 2008. In fact, in an email to you on
June 20, 2008, I invited you to send me any additional information
that you felt our Board should consider which you did not provide.
As the Company publicly announced on June 26, 2008, our Board, in
the exercise of its fiduciary duties, thoroughly considered the
Hallmark proposal in light of the Company's current business
strategy and with input from our financial and legal advisors.
After our Board's review of the Hallmark proposal, it unanimously
concluded that the Hallmark proposal should be rejected and that
execution of the Company's current business strategy represents a
better long-term value for our shareholders. Given that the July
1st Letter is just a restatement of the original Hallmark proposal
that our Board rejected, we see no reason for our Board to
reconsider that proposal. Very truly yours, Courtney Smith Chairman
of the Board and Chief Executive Officer Specialty Underwriters'
Alliance, Inc. About Specialty Underwriters' Alliance, Inc.
Specialty Underwriters' Alliance, Inc., through its subsidiary SUA
Insurance Company, is a specialty property and casualty insurance
company that provides commercial insurance products through
exclusive wholesale partner agents that serve niche groups of
insureds. These targeted customers require highly specialized
knowledge due to their unique risk characteristics. Examples
include tow trucks, building contractors, professional employee
organizations and public entities. SUAI's innovative approach
provides products and claims handling, allowing the partner agent
to focus on distribution and customer relationships. Safe Harbor
Statement The Private Securities Litigation Reform Act of 1995
provides a "safe harbor" for forward-looking statements. This
release or any other written or oral statements made by or on
behalf of the company may include forward- looking statements that
reflect the company's current views with respect to future events
and financial performance. All statements other than statements of
historical fact included in this release are forward-looking
statements. Forward-looking statements can generally be identified
by the use of forward- looking terminology such as "may," "will,"
"plan," "expect," "intend," "estimate," "anticipate," "believe" or
"continue" or their negative or variations or similar terminology.
All forward-looking statements address matters that involve risks
and uncertainties. Accordingly, there are or will be important
factors that could cause our actual results to differ materially
from those indicated in these statements. We believe that these
factors include but are not limited to ineffectiveness or
obsolescence of our business strategy due to changes in current or
future market conditions; increased competition on the basis of
pricing, capacity, coverage terms or other factors; greater
frequency or severity of claims and loss activity, including as a
result of natural or man-made catastrophic events, than our
underwriting, reserving or investment practices anticipate based on
historical experience or industry data; the effects of acts of
terrorism or war; developments in the world's financial and capital
markets that adversely affect the performance of our investments;
changes in regulations or laws applicable to us, our subsidiaries,
brokers or customers; acceptance of our products and services,
including new products and services; changes in the availability,
cost or quality of reinsurance and failure of our reinsurers to pay
claims timely or at all; decreased demand for our insurance or
reinsurance products; loss of the services of any of our executive
officers or other key personnel; the effects of mergers,
acquisitions and divestitures; changes in rating agency policies or
practices; changes in legal theories of liability under our
insurance policies; changes in accounting policies or practices;
and changes in general economic conditions, including inflation and
other factors. Forward-looking statements speak only as of the date
on which they are made, and the company undertakes no obligation to
update publicly or revise any forward-looking statement, whether as
a result of new information, future developments or otherwise. To
learn more about Specialty Underwriters' Alliance Inc., please
visit http://www.suainsurance.com/. DATASOURCE: Specialty
Underwriters' Alliance, Inc. CONTACT: Leslie Loyet of Financial
Relations Board, +1-312-640-6672, , for Specialty Underwriters'
Alliance, Inc.; or Scott Goodreau of Specialty Underwriters'
Alliance, Inc., 1-888-782-4672, Web site:
http://www.suainsurance.com/
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