Security Capital Corporation (AMEX: SCC) ("Security Capital" or the "Company") announced today that its stockholders have adopted the merger agreement pursuant to which Sedgwick CMS Holdings, Inc. ("Sedgwick CMS") will acquire all of the outstanding shares of Security Capital Common Stock and Class A Common Stock. More than 95% of the Company's outstanding shares were voted in favor of the adoption of the merger agreement. Upon the completion of the merger, Security Capital stockholders will be entitled to receive $16.46 in cash per share of Security Capital Common Stock and Class A Common Stock. The merger is expected to close shortly. As soon as reasonably practicable after the merger closes, a paying agent designated by Sedgwick CMS will mail a form of letter of transmittal and instructions to all of Security Capital's stockholders of record. The form of letter of transmittal and instructions will tell such stockholders how to surrender their stock certificates in exchange for the $16.46 per share consideration, without interest. Commenting on the approval of the merger by Security Capital's stockholders, Brian D. Fitzgerald, Chairman, President and CEO of the Company, stated: "The merger represents the culmination of our previously announced formal sale process of the Company. The Company's Board of Directors believes that the formal sale process has resulted in the Company's stockholders receiving the highest price reasonably obtainable for their shares." Security Capital operates as a holding company that actively participates in the management of its subsidiaries. The Company conducts business through its approximately 84%-owned subsidiary WC Holdings, Inc. ("WC"). WC, through its wholly owned subsidiary, CompManagement, Inc., is a leading independent provider of comprehensive claims management, cost containment and consulting services designed to control the cost to employers of workers' compensation, medical malpractice, automobile, general liability, unemployment and short- and long-term disability insurance benefits. WC's activities are primarily centered in Ohio, California, Virginia, Maryland, Texas, Michigan, Florida, Washington, Minnesota and New York. Sedgwick CMS is the parent company of Sedgwick Claims Management Services, Inc., a leading provider of innovative claims and productivity management solutions. The principal equity holders of Sedgwick CMS are Fidelity National Financial, Inc. (NYSE: FNF), Thomas H. Lee Partners, L.P. and Evercore Capital Partners. Forward-Looking Statement This press release contains "forward-looking" statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Such factors and uncertainties include, but are not limited to: future legislative changes which could impact the laws governing workers' compensation and medical malpractice insurance in the various states in which the Company's employer cost containment and health services segment operates, the Company's ability to enhance its existing services and successfully introduce and market new services, new service developments by the Company's competitors, market acceptance of new services of both the Company and its competitors, competitive pressures on prices, the ability to attract and retain qualified personnel, interest rates, the effects on the Company of an event of default under the Company's loan agreement, the tax treatment of the special cash dividend, and the Company's ability to consummate the merger, including the satisfaction of any conditions precedent to the merger.
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