Meadowbrook Insurance Group, Inc. and ProCentury Corporation Reach Agreement to Merge in $272.6 Million Transaction
Parties:
>Meadowbrook Insurance Group is a publicly traded specialty risk management organization offering a full range of insurance products and services, focused on niche and specialty program business. (http://www.meadowbrook.com/)
>ProCentury Corporation is a specialty property and casualty insurance holding company. ProCentury Corporation market and underwrite general liability, commercial property and multi-peril insurance for small and mid-sized businesses. (http://www.procentury.com/)
Under the terms of the Merger Agreement, shareholders of ProCentury will be entitled to receive either $20.00 in cash or Meadowbrook common stock having a value of $20.00,subject to proration so that the maximum total cash consideration will not exceed 45% of the total consideration paid. The exchange ratio will be based on the mean the volume weighted average sales price of a share of Meadowbrook Common Stock, as reported on the NYSE, for the thirty (30) trading-day period ending with the Determination Date. Subject to minimum of 1.9048 shares and up to a maximum of 2.50 shares
