North Pointe Holdings Corporation to be Acquired by QBE Holdings, Inc. in $146 Million Transaction
04 January 2008 - 9:43AM
PR Newswire (US)
North Pointe Shareholders to Receive $16.00 per Share in Cash
SOUTHFIELD, Mich., Jan. 3 /PRNewswire-FirstCall/ -- North Pointe
Holdings Corporation (NASDAQ:NPTE) announced today that it has
signed a definitive merger agreement to be acquired by QBE
Holdings, Inc. ("QBE"), a subsidiary of QBE Insurance Group Ltd.
(QBE.AX on the ASX), in a cash transaction valued at approximately
$146 million. The transaction, which is subject to satisfaction of
certain closing conditions, is expected to close during the first
half of 2008. The Board of Directors of North Pointe has
unanimously approved the merger agreement. Under the terms of the
merger agreement, QBE will acquire all of North Pointe's
outstanding common shares for $16.00 per share. The purchase price
represents a premium of (50%) over the closing stock price of
$10.65 on January 2, 2008. James Petcoff, president and chief
executive officer of North Pointe, commented, "We are very pleased
with the terms of this transaction, which deliver shareholder value
in the form of an immediate cash premium, as well as finding an
excellent business partner in QBE. QBE Insurance Group is a
worldwide insurer that continues to actively build out its US
specialty insurance platform. By teaming up with QBE, North Pointe
has better future growth opportunities, and increased access to
capital." J.P. Morgan Securities Inc., the financial advisor to
North Pointe, provided a fairness opinion in connection with the
transaction. Honigman Miller Schwartz and Cohn LLP acted as
principal legal advisor to North Pointe. About North Pointe North
Pointe is a property and casualty insurer that markets both
specialty commercial and personal insurance products. With a focus
on owner-operated businesses, the company is the nation's largest
insurer of independent bowling centers and the largest insurer of
liquor liability insurance in Michigan. About QBE Holdings, Inc.
QBE Holdings, Inc. is a subsidiary of Australia's QBE Insurance
Group Ltd, one of the top 25 insurers and reinsurers worldwide with
$12.5 billion of annualized gross written premium. QBE Holdings,
headquartered in New York, is a leading North and South American
insurer and reinsurer. It conducts business through various
property and casualty insurance subsidiaries in eight countries.
Additional Information and Where to Find It In connection with the
proposed merger, North Pointe Holdings Corp. will file a proxy
statement with the Securities and Exchange Commission ("SEC").
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT FILED WITH THE
SEC CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
The definitive proxy statement will be mailed to North Pointe's
shareholders. In addition, shareholders will be able to obtain the
proxy statement and all other relevant documents filed by North
Pointe with the SEC free of charge at the SEC's Web site
http://www.sec.gov/ or from North Pointe Holdings Corp., Attn:
Investor Relations, P.O. Box 2223, Southfield, MI 48037.
800-229-6742. Participants in the Solicitation North Pointe's
directors, executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the shareholders of the company in favor of the
merger. INFORMATION ABOUT NORTH POINTE AND ITS DIRECTORS AND
EXECUTIVE OFFICERS, AND THEIR OWNERSHIP OF THE COMPANY'S SECURITIES
AND INTERESTS IN THE MERGER, WILL BE SET FORTH IN THE
AFOREMENTIONED PROXY STATEMENT. Additional information regarding
the interests of those persons may be obtained by reading the proxy
statement when it becomes available. Cautionary Notice Regarding
Forward-Looking Statements Certain matters discussed in this
document and future documents may be forward-looking statements.
These forward-looking statements are based on current expectations,
estimates, forecasts and projections of future Company or Industry
performance based on management's judgment, beliefs, current trends
and market conditions. Actual outcomes and results may differ
materially from what is expressed, forecasted or implied in any
forward-looking statement. Forward-looking statements may be
identified by the use of words such as "will," "expects,"
"intends," "plans," "anticipates," "believes," "seeks,"
"estimates," and similar expressions. There are a number of risks
and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
document. These include, but are not limited to: (1) regulatory
approvals required for the transaction may not be obtained, or
required regulatory approvals may delay the transaction or result
in the imposition of conditions that could have a material adverse
effect on the Company or cause the parties not to consummate the
transaction; (2) conditions to the closing of the transaction may
not be satisfied or waived; (3) the outcome of any legal
proceedings to the extent initiated against the Company and others
following the announcement of the transaction cannot be predicted;
(4) the business of the Company may suffer as a result of
uncertainty surrounding the transaction; and (5) the Company may be
adversely affected by other economic, business, and/or competitive
factors. Other factors that could cause the Company's actual
results to differ materially from those expressed or implied are
discussed under "Risk Factors" in the Company's most recent annual
report on Form 10-K and other filings with the Securities and
Exchange Commission. The Company undertakes no obligation to update
any forward-looking statements whether as a result of new
information, future events or otherwise. Readers are cautioned not
to place undue reliance on these forward-looking statements.
DATASOURCE: North Pointe Holdings Corporation CONTACT: Brian J.
Roney, Chief Financial Officer of North Pointe Holdings
Corporation, +1-248-358-1171, ; or General Inquiries, Leslie Loyet
at Financial Relations Board, +1-312-640-6672, , for North Pointe
Holdings Corporation
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