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8-K - FORM 8-K - UNITED FIRE GROUP INC | c64853e8vk.htm |
EX-2.1 - EX-2.1 - UNITED FIRE GROUP INC | c64853exv2w1.htm |
EX-99.1 - EX-99.1 - UNITED FIRE GROUP INC | c64853exv99w1.htm |
Exhibit 99.2
UNITED FIRE ANNOUNCES PLANS TO CREATE HOLDING COMPANY
United Fire & Casualty Company today announced official plans to create a new Iowa holding company
called United Fire Group, Inc.
According to President and CEO Randy Ramlo, the Board of Directors and management believe that
implementing a holding company structure would provide the Company with greater strategic,
business, financing and regulatory flexibility.
A holding company is a corporation which is created to own the stock of and supervise the
management of other corporations. In this case, the holding company would be called United Fire
Group, Inc., and it would own the stock of United Fire & Casualty Company.
The proposed change in structure wont have any real impact on our day-to-day operations, agents
or employees, explained Ramlo. The new structure should provide us more flexibility as a company
to operate and finance our businesses. Most of the companies in our industry operate as holding
companies. In fact, we are one of a very few insurance companies that do not operate with a holding
company structure. Naming the holding company United Fire Group, Inc. simply formalizes the name
that we have operated under and used for many years.
Steps to Forming a Holding Company
Forming the holding company requires a series of steps.
First, as United Fire & Casualty Company (United Fire) announced today, it has entered into an
agreement and plan of reorganization with both United Fire Group, Inc. (United Fire Group), a
newly-formed, wholly owned subsidiary of United Fire, and UFC MergeCo, Inc. (MergeCo), a
newly-formed, wholly owned subsidiary of United Fire Group. The appropriate filings have been made
with the U.S. Securities and Exchange Commission.
Next, according to the agreement and plan of reorganization, United Fire will merge into and with
MergeCo. After the merger, United Fire & Casualty Company will continue its operations as the
subsidiary of United Fire Group.
What This Means for Shareholders
As a result of this reorganization, United Fire shareholders would become shareholders of United
Fire Group, the new holding company.
When the reorganization becomes effective, each outstanding share of United Fire common stock will
be converted automatically into one share of United Fire Group common stock. Shareholders of United
Fire common stock would hold the same number of shares and the same ownership percentage after the
reorganization as they held immediately prior to the reorganization. The reorganization generally
would be tax-free for United Fire shareholders.
Next Steps
Next, the Board of Directors of United Fire will set a date and time for a special meeting of
United Fire shareholders, who will be entitled to attend the special meeting and vote on the
proposal to approve the reorganization.
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If the measure is approved at the special meeting, we expect that the reorganization would take
place before the end of 2011, explained Ramlo. Upon completion of the reorganization, United Fire
Group would, in effect, replace United Fire as the publicly held corporation. United Fire Group,
through United Fire and its subsidiaries, would continue to conduct all of the operations currently
conducted by United Fire and its subsidiaries. The directors and executive officers of United Fire
would remain the same, and we plan the shares of United Fire Group common stock will trade on the
NASDAQ Global Select Market under the ticker symbol UFCS.
It may appear rather complicated, but this is simply the legal procedure we must follow to
establish the holding company, concluded Ramlo. Ultimately, it wont change how we serve our
agents or our policyholders, or how we interact in the office on a daily basis. However, it will
allow us to operate a more effective and efficient corporate structure, which is the reason behind
the change.
Additional Information
United Fire Group, Inc. and United Fire & Casualty Company have filed a registration statement that
includes a preliminary proxy statement/prospectus and other relevant documents in connection with
the proposed holding company reorganization. UNITED FIRE & CASUALTY COMPANY SHAREHOLDERS ARE URGED
TO READ CAREFULLY THESE DOCUMENTS AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN FILED AND
MAILED, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED HOLDING
COMPANY REORGANIZATION. Investors may obtain a free copy of the preliminary proxy
statement/prospectus and other filings containing information about United Fire Group, Inc. and
United Fire & Casualty Company and the proposed reorganization from the SEC at the SECs website at
www.sec.gov. In addition, copies of the preliminary proxy statement/prospectus and other filings
containing information about United Fire Group, Inc., United Fire & Casualty Company and the
proposed reorganization can be obtained without charge by requesting it in writing or by telephone
from us at the following address or telephone number: United Fire & Casualty Company, 118 Second
Avenue SE, Cedar Rapids, Iowa 52401, Telephone: (319) 399-5700, Attn: Investor Relations, or by
visiting our website at www.unitedfiregroup.com.
United Fire & Casualty Company and its directors, executive officers, certain other members of
management and employees may be deemed to be participants in the solicitation of proxies from the
shareholders of United Fire & Casualty Company in favor of the proposed holding company
reorganization. Additional information regarding the interests of potential participants in the
proxy solicitation is included in the preliminary proxy statement/prospectus and will be included
in the definitive proxy statement/prospectus and other relevant documents that United Fire Group,
Inc. and United Fire & Casualty Company have filed and intend to file with the SEC in connection
with the special meeting of shareholders of United Fire & Casualty Company.
This announcement is being made pursuant to and in compliance with the Securities Act of 1933, as
amended, and does not constitute an offer of any securities for sale or a solicitation of an offer
to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or jurisdiction. Any offer of the
securities will be made solely by means of a prospectus included in the registration statement and
any prospectus supplement that may be issued in connection with such offering.
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