CNA Commences Tender Offer to Acquire Public Minority Stake in CNA Surety for $26.55 Per Share in Cash
12 May 2011 - 3:55AM
Business Wire
CNA Financial Corporation (NYSE: CNA) and CNA Surety Corporation
(NYSE: SUR) announced today that an indirect wholly-owned
subsidiary of CNA Financial, Surety Acquisition Corporation, has
commenced the previously announced tender offer to acquire all of
the outstanding shares of CNA Surety common stock not currently
owned by CNA Financial or its subsidiaries for $26.55 per share in
cash without interest.
CNA Financial and CNA Surety announced on April 21, 2011 the
signing of a definitive merger agreement pursuant to which CNA
Financial’s subsidiary, Surety Acquisition Corporation, would
commence a tender offer for CNA Surety’s public shares. The terms
of the merger agreement were approved by the board of directors of
CNA Surety, following the recommendation and approval of a Special
Committee consisting of CNA Surety’s three independent and
disinterested directors. The Special Committee recommends that CNA
Surety stockholders tender their shares pursuant to the tender
offer.
The tender offer and withdrawal rights are scheduled to expire
at 12:00 midnight, New York City time, on June 8, 2011, unless the
tender offer is extended or earlier terminated in accordance with
the terms of the merger agreement and the applicable rules and
regulations of the Securities and Exchange Commission (SEC). In
addition to customary conditions, the tender offer is subject to a
non-waivable “majority-of-the-minority” condition that there shall
have been validly tendered and not withdrawn prior to the
expiration of the offer a number of shares of CNA Surety
representing at least a majority of the outstanding shares of CNA
Surety not owned by CNA Financial and its subsidiaries and certain
related persons. The tender offer is not subject to a financing
condition. Assuming the tender offer is completed, subject to the
terms and conditions of the merger agreement, CNA Financial intends
to consummate a second-step merger pursuant to which non-tendering
holders of CNA Surety common stock would be entitled to receive
cash equal to the $26.55 offer price per share.
J.P. Morgan Securities LLC is the Dealer Manager and Innisfree
M&A Incorporated is the Information Agent for the tender
offer.
About CNA
Serving businesses and professionals since 1897, CNA is the
country’s seventh largest commercial insurance writer and the 13th
largest property and casualty company. CNA's insurance products
include standard commercial lines, specialty lines, surety, marine
and other property and casualty coverages. CNA's services include
risk management, information services, underwriting, risk control
and claims administration. For more information, please visit CNA
at www.cna.com. CNA is a registered
trademark of CNA Financial Corporation.
About CNA Surety
CNA Surety Corporation is the largest publicly traded surety
company in the country. Through its principal subsidiary, Western
Surety Company, CNA Surety provides surety and fidelity bonds in
all 50 states through a combined network of approximately 37,000
independent agencies. CNA Surety’s Securities and Exchange
Commission (“SEC”) filings are available at www.sec.gov or visit us at www.cnasurety.com for a direct link to the SEC
website.
Additional Information and Where to Find It
This press release is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell CNA Surety common stock. CNA Surety stockholders and other
interested parties are advised to read the Tender Offer Statement
on Schedule TO, the Transaction Statement on Schedule 13E-3, the
Offer to Purchase, the Letter of Transmittal, CNA Surety 's
Solicitation/Recommendation Statement on Schedule 14D-9 and other
documents relating to the tender offer that have been or will be
filed with the SEC when they become available because they will
contain important information regarding the tender offer. Anyone
may obtain copies of these documents when available for free at the
SEC's website at www.sec.gov, or by calling Innisfree M&A
Incorporated, the Information Agent for the tender offer, toll free
at 1-877-717-3930.
Forward-Looking Statement
This press release may include statements which relate to
anticipated future events (forward-looking statements) rather than
actual present conditions or historical events. These statements
generally include words such as "believes", "expects", "intends",
"anticipates", "estimates", and similar expressions.
Forward-looking statements, by their nature, are subject to a
variety of inherent risks and uncertainties that could cause actual
results to differ materially from the results projected. Many of
these risks and uncertainties cannot be controlled by CNA Financial
or CNA Surety. For a detailed description of other risks and
uncertainties affecting CNA Financial and CNA Surety, please refer
to CNA Financial’s filings with the SEC, available at www.cna.com,
and CNA Surety’s filings with the SEC, available at
www.cnasurety.com.
Any forward-looking statements made in this press release are
made by CNA Financial and CNA Surety as of the date of this press
release. Further, CNA Financial and CNA Surety do not have any
obligation to update or revise any forward-looking statement
contained in this press release, even if CNA Financial’s or CNA
Surety’s expectations or any related events, conditions or
circumstances change.
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