Navigators Stockholders Approve Merger with The Hartford
17 November 2018 - 8:01AM
The Navigators Group, Inc. (NASDAQ:NAVG) (“Navigators”) announced
that, at a special meeting of stockholders held today, Navigators’
stockholders approved the adoption of the previously announced
merger agreement relating to the proposed transaction between
Navigators and The Hartford Financial Services Group, Inc. (“The
Hartford”), whereby Navigators will become a wholly owned
subsidiary of The Hartford.
Subject to the terms and conditions of the merger agreement, at
the effective time of the merger, each eligible share of Navigators
common stock will be cancelled and converted into the right to
receive $70.00 in cash. The merger remains subject to various
closing conditions, including receipt of various regulatory
approvals, and is expected to close during the first half of
2019.
About Navigators
The Navigators Group, Inc. (NASDAQ: NAVG)(“Navigators” or the
“Company”) is a global specialty insurance holding company.
We provide customized insurance solutions designed to protect
clients from the complex risks they face. For more
than 40 years, Navigators has added value for policyholders—both in
underwriting and in claims—through the depth and quality of our
technical and industry expertise. Industries we serve include
maritime, construction, energy, environmental,
professional services and life sciences. Headquartered in
Stamford, Connecticut, Navigators has offices in the United
States, the United Kingdom, Continental Europe and Asia. For
more information, please visit navg.com.
About The Hartford The Hartford Financial
Services Group, Inc., (NYSE: HIG)(“The Hartford”) operates through
its subsidiaries under the brand name, The Hartford, and is
headquartered in Hartford, Connecticut. The Hartford is a leader in
property and casualty insurance, group benefits and mutual funds.
With more than 200 years of expertise, The Hartford is widely
recognized for its service excellence, sustainability practices,
trust and integrity. More information on the company and its
financial performance is available
at https://www.thehartford.com.
Forward Looking Statements
Certain information in this communication constitutes
“forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by the fact that they do not relate strictly to
historical or current facts. They often include words such as
“believes,” “expects,” “anticipates,” “estimates,” “intends,”
“plans,” “seeks” or words of similar meaning, or future or
conditional verbs, such as “will,” “should,” “could,” “may,”
“aims,” “intends,” or “projects.” However, the absence of
these words or similar expressions does not mean that a statement
is not forward-looking. These statements may relate to risks
or uncertainties associated with:
- the satisfaction of the conditions precedent to the
consummation of the proposed merger, including, without limitation,
the timely receipt of stockholder and regulatory approvals (or any
conditions, limitations or restrictions placed on such
approvals);
- unanticipated difficulties or expenditures relating to the
proposed merger;
- the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement,
including in circumstances which would require the Company to pay a
termination fee or reimburse The Hartford for certain of its
expenses;
- legal proceedings, judgments or settlements, including those
that may be instituted against the Company, its board of directors,
executive officers and others following the announcement of the
proposed merger;
- disruptions of current plans and operations caused by the
announcement and pendency of the proposed merger;
- potential difficulties in employee retention due to the
announcement and pendency of the proposed merger;
- the response of customers, policyholders, brokers, service
providers, business partners and regulators to the announcement of
the proposed merger; and
- other factors described in the Company’s annual report on Form
10-K for the fiscal year ended December 31, 2017 filed with the SEC
on February 22, 2018.
The Company can give no assurance that the expectations
expressed or implied in the forward-looking statements contained
herein will be attained. The forward-looking statements are made as
of the date of this communication, and the Company undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
InvestorsCiro M. DeFalcoExecutive Vice
President and Chief Financial
Officercdefalco@navg.com203-905-6343
Media Courtney Oldrin Head of
Communicationscoldrin@navg.com203-905-6531
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