Attached files
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8-K - FORM 8-K - CNA SURETY CORP | c64262e8vk.htm |
EX-2.1 - EX-2.1 - CNA SURETY CORP | c64262exv2w1.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
MEDIA (CNA):
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ANALYSTS (CNA): | |
Sarah J. Pang, 312/822-6394
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Nancy M. Bufalino, 312/822-7757 Marie Hotza, 312/822-4278 |
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CNA SURETY SPECIAL COMMITTEE:
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David C. Adams, 312/822-2183 | |
Joele Frank or Meaghan Repko
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ANALYSTS (CNA SURETY): | |
Joele Frank, Wilkinson Brimmer Katcher
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John Corcoran, 312/822-1371 | |
212/355-4449 |
CNA AND CNA SURETY SIGN DEFINITIVE AGREEMENT FOR CNA TO ACQUIRE
PUBLIC MINORITY STAKE IN CNA SURETY FOR $26.55 PER SHARE
PUBLIC MINORITY STAKE IN CNA SURETY FOR $26.55 PER SHARE
CHICAGO, April 21, 2011 CNA Financial Corporation (NYSE: CNA) and CNA Surety Corporation (NYSE:
SUR) announced today that they have signed a definitive merger agreement pursuant to which CNA will
commence a tender offer to acquire all of the outstanding shares of common stock of CNA Surety not
currently owned by subsidiaries of CNA for $26.55 per share in cash.
The transaction has been approved by the board of directors of CNA Surety, following the
recommendation and approval of a Special Committee consisting of CNA Suretys three independent
directors. The tender offer will be conditioned upon, among other things, acceptance by the holders
of a majority of the publicly held shares of CNA Surety. Subject to the satisfaction of the
foregoing, it is currently anticipated that the transaction will be completed by the end of the
second quarter.
The $26.55 per share price represents a 38% premium to the closing price of CNA Suretys common
stock on October 29, 2010, the last trading day prior to CNAs public announcement of its proposal
to acquire the public minority stake in CNA Surety, and a 21% premium to CNAs original proposed
price of $22 per share. The per share price also represents a 1.3x multiple of CNA Suretys
tangible book value per share excluding net unrealized gains as of December 31, 2010.
We are delighted to have reached this agreement, which offers compelling benefits for all
parties, said Thomas F. Motamed, Chairman and Chief Executive Officer of CNA Financial
Corporation. This transaction will allow CNA Suretys minority stockholders to monetize their
investment at a substantial premium to their historical stock price. It affords us the opportunity
to invest in a business that we know well and further expand our Specialty franchise, while
continuing to simplify our operation. As a wholly-owned subsidiary of CNA, we believe CNA
Surety
will be even better positioned to compete with the large, diversified commercial lines companies it
faces in the surety market.
When complete, this transaction will provide us the benefits of being an integrated part of a
larger, diversified commercial lines insurance company and we are pleased that CNA has placed this
vote of confidence in CNA Surety, said John Welch, President and Chief Executive Officer of CNA
Surety. We will continue to provide the same service levels and capacity that our clients expect
from us.
Philip Britt, chairman of the Special Committee, said, The Special Committee is very pleased to
have completed a thorough process that has resulted in a transaction with CNA that we believe
provides compelling value to the minority stockholders of CNA Surety.
J.P. Morgan Securities LLC is acting as financial advisor and Simpson Thacher & Bartlett LLP is
acting as legal advisor to CNA in connection with the transaction.
Goldman, Sachs & Co. is acting as financial advisor and Latham & Watkins LLP is acting as legal
advisor to the Special Committee of the board of CNA Surety in connection with the transaction.
About CNA
Serving businesses and professionals since 1897, CNA is the countrys seventh largest commercial
insurance writer and the 13th largest property and casualty company. CNAs insurance
products include standard commercial lines, specialty lines, surety, marine and other property and
casualty coverages. CNAs services include risk management, information services, underwriting,
risk control and claims administration. For more information, please visit CNA at
www.cna.com. CNA is a registered trademark of CNA Financial Corporation.
About CNA Surety
CNA Surety Corporation is the largest publicly traded surety company in the country. Through its
principal subsidiary, Western Surety Company, CNA Surety provides surety and fidelity bonds in all
50 states through a combined network of approximately 37,000 independent agencies. CNA Suretys
Securities and Exchange Commission (SEC) filings are available at www.sec.gov or visit us
at www.cnasurety.com for a direct link to the SEC website.
Additional Information and Where to Find It
This press release is not an offer to purchase or a solicitation of an offer to sell any
securities. The tender offer described in this press release has not yet commenced. At the time
the tender offer is commenced, a subsidiary of CNA will file a tender offer statement on Schedule
TO with the SEC and CNA Surety will file a related solicitation/recommendation statement on
Schedule 14D-9 with the SEC. CNA Surety stockholders and other interested parties are urged to
read these materials when they become available because they will contain important information.
CNA Surety stockholders will be able to obtain such documents (when available) free of charge at
the SECs web site, www.sec.gov. CNA Surety stockholders will also be able to obtain the documents
that are filed by CNA (when available) for free from CNA at www.cna.com or at 333 South Wabash
Avenue, Chicago, Illinois 60604 and the documents that are filed by CNA Surety
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(when available) for
free from CNA Surety at www.cnasurety.com or at 333 South Wabash Avenue, Chicago, Illinois 60604.
Forward-Looking Statement
This press release may include statements which relate to anticipated future events
(forward-looking statements) rather than actual present conditions or historical events. These
statements generally include words such as believes, expects, intends, anticipates,
estimates, and similar expressions. Forward-looking statements, by their nature, are subject to a
variety of inherent risks and uncertainties that could cause actual results to differ materially
from the results projected. Many of these risks and uncertainties cannot be controlled by CNA or
CNA Surety. For a detailed description of other risks and uncertainties affecting CNA and CNA
Surety, please refer to CNAs filings with the SEC, available at www.cna.com, and CNA Suretys
filings with the SEC, available at www.cnasurety.com.
Any forward-looking statements made in this press release are made by CNA and CNA Surety as of the
date of this press release. Further, CNA and CNA Surety do not have any obligation to update or
revise any forward-looking statement contained in this press release, even if CNAs or CNA Suretys
expectations or any related events, conditions or circumstances change.
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