Attached files
file | filename |
---|---|
8-K - FORM 8-K - HCI Group, Inc. | d614310d8k.htm |
EX-3.1 - ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF HCI GROUP - HCI Group, Inc. | d614310dex31.htm |
EX-4.1 - RIGHTS AGREEMENT, DATED AS OF OCTOBER 18, 2013 - HCI Group, Inc. | d614310dex41.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
HCI Group Adopts Shareholder Rights Plan
Tampa, Fla. Oct. 18, 2013 HCI Group, Inc. (NYSE:HCI) has adopted a five-year shareholder rights plan. The companys board of directors effected the rights plan by declaring a dividend distribution of one preferred share purchase right for each outstanding share of common stock. The rights are to be distributed to shareholders of record at the close of business on Nov. 15, 2013.
Initially, the rights will automatically attach to the shares of common stock, trade together with those shares and be represented by the certificates representing the common stock. If the rights become exercisable, each right entitles the holder to purchase one one-hundredth of a share of Series B Junior Participating Preferred Stock at an exercise price of $125, subject to adjustment as provided in the rights plan. The rights distribution is not taxable to shareholders. Shareholders are not required to take any action to receive the rights distribution. Until the rights become exercisable, outstanding stock certificates (or, in the case of shares reflected on the direct registration system, by the notations in the book-entry account system of the transfer agent for the shares) will represent both shares of the companys common stock and the rights.
HCIs rights plan is similar to plans adopted by numerous other publicly held companies. Under the plan, the rights become exercisable only in the event any person or group beneficially acquires 10% or more of HCIs common stock in a transaction not approved by the companys board of directors or if a tender or exchange offer by any person or group is first published, sent or given that would result in ownership of 10% or more of HCI Groups common stock. The rights will expire on Oct. 18, 2018.
HCIs board of directors adopted the rights plan to ensure implementation of the companys long-term business plans, including maximization of the long-term value of its tangible and intangible assets for the benefit of shareholders and promote fair and equal treatment of the companys shareholders in connection with any initiative to acquire control of the company through the purchase of a significant percentage of HCIs outstanding common shares.
The board adopted the rights plan following evaluation and consultation with outside financial and legal experts. The plan is not intended to prevent or deter take-over bids that offer fair treatment and value to all shareholders. Rather, the plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure and provide the board with adequate time to fully assess an unsolicited take-over bid, to allow competing bids to emerge, and, if applicable, to explore other alternatives to a take-over bid, all with the objective of maximizing shareholder value.
The board did not adopt the plan in response to any proposal to acquire control of the company.
In addition to the rights plan, any prospective acquirer would be subject to limitations contained within Florida Business Corporation Act and the Florida Insurance Code.
Further details about the rights plan will be provided in a Form 8-K to be filed by the company with the U.S. Securities and Exchange Commission.
About HCI Group, Inc.
HCI Group, Inc. owns subsidiaries engaged in diverse, yet complementary business activities, including homeowners insurance, reinsurance, real estate and information technology services. The companys largest subsidiary, Homeowners Choice Property & Casualty Insurance Company, Inc., is a leading provider of property and casualty insurance in the state of Florida.
The companys common shares trade on the New York Stock Exchange under the ticker symbol HCI and are included in the Russell 2000 Index and S&P SmallCap 600 Index. Its 8% Senior Notes trade on the New York Stock Exchange under the ticker symbol HCJ. Its 7% Series A, cumulative redeemable preferred shares trade on the NASDAQ Capital Market under the ticker symbol HCIIP. For more information about HCI Group, visit www.hcigroup.com.
Forward-Looking Statements
This news release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as anticipate, estimate, expect, intend, plan and project and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements, including statements about the companys strategic business plans and the intended effect of the rights plan, are not guarantees of future results and conditions and are subject to various risks and uncertainties. Some of these risks and uncertainties are identified in the companys filings with the Securities and Exchange Commission. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the companys business, financial condition and results of operations. HCI Group, Inc. disclaims all obligations to update any forward-looking statements.
Company Contact:
Kevin Mitchell, Vice President, Investor Relations
HCI Group, Inc.
Tel (813) 405-3603
kmitchell@hcigroup.com
Investor Relations Contact:
Matt Glover or Michael Koehler
Liolios Group, Inc.
Tel (949) 574-3860
hci@liolios.com