Stockholders Approve Zenith Transaction with Fairfax
30 April 2010 - 8:37AM
Business Wire
Zenith National Insurance Corp. (NYSE: ZNT) announced today that
its stockholders voted overwhelmingly in favor of the company’s
acquisition by Fairfax Financial Holdings Limited.
At a special meeting of stockholders held today at Zenith’s
headquarters in Woodland Hills, California, the required majority
of outstanding shares were voted to adopt the merger agreement and
approve the merger. Based on information provided by Computershare,
the company’s inspector of elections for the special meeting, of
the shares voted, 98.94% were voted in favor of the transaction,
representing 76% of the outstanding shares. Pursuant to the merger
agreement, subject to approval by the California Department of
Insurance and the satisfaction or waiver of other customary closing
conditions, an indirect wholly-owned subsidiary of Fairfax will
merge with and into the company, with the company continuing as the
surviving company and an indirect wholly-owned subsidiary of
Fairfax. In the merger, each share of the company then outstanding
(other than shares with respect to which appraisal rights have
properly been exercised) will be cancelled and automatically
convert into the right to receive $38.00 in cash, without interest
and less any required withholding tax.
The merger is expected to close in the second quarter of
2010.
About Zenith
Zenith National Insurance Corp., a Delaware corporation
incorporated in 1971, is a holding company engaged, through its
wholly-owned subsidiaries, Zenith Insurance Company and ZNAT
Insurance Company, in the workers’ compensation insurance business,
nationally.
Cautionary Statement Regarding Forward-Looking
Statements
The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements if accompanied by
meaningful cautionary statements identifying important factors that
could cause actual results to differ materially from those
discussed. Statements containing words such as expect, anticipate,
believe, estimate, likely or similar words that are used herein or
in other written or oral information conveyed by or on behalf of
Zenith are intended to identify forward-looking statements.
Forward-looking statements are made based upon management’s current
expectations and beliefs concerning future developments and their
potential effects on Zenith. Such forward-looking statements are
not guarantees of future events. Actual results may differ
materially from those contemplated by the forward-looking
statements due to, among others, the following factors: (i)
litigation with respect to the merger could delay or prevent the
closing of the merger; (ii) the parties may be unable to obtain
governmental and regulatory approvals required for the merger, or
required governmental and regulatory approvals may delay the merger
or result in the imposition of conditions that could cause the
parties to abandon the merger; (iii) the parties may be unable to
complete the merger because, among other reasons, conditions to the
closing of the merger may not be satisfied or waived; (iv) possible
disruptions from the merger may make it more difficult to maintain
business and operational relationships; (v) developments beyond the
parties’ control, including but not limited to, changes in domestic
or global economic conditions, competitive conditions and consumer
preferences, adverse weather conditions or natural disasters,
health concerns, international, political or military developments
and technological developments; and (vi) the “risk factors”
and other factors referred to in Zenith’s reports filed with or
furnished to the Securities and Exchange Commission. There can be
no assurance that other factors not currently anticipated by Zenith
will not materially and adversely affect future events. Investors
and stockholders are cautioned not to place undue reliance on any
forward-looking statements made by or on behalf of Zenith.
Forward-looking statements speak only as of the date they are made.
Zenith does not undertake any obligation to update or revise any
forward-looking statement.
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