FPIC Insurance Group, Inc. (“FPIC”) (NASDAQ: FPIC), a leading
provider of medical professional liability insurance for
physicians, dentists, and other healthcare providers, and The
Doctors Company, the nation's largest insurer of physician and
surgeon medical professional liability, today announced that they
have entered into a definitive agreement pursuant to which The
Doctors Company will acquire FPIC for $42.00 per share in cash,
representing an aggregate purchase price of approximately $362
million. The $42.00 per share price represents a premium of
approximately 31 percent over the $32.10 per share closing price of
FPIC on May 23, 2011, the last trading day prior to today's
announcement.
John R. Byers, President and Chief Executive Officer of FPIC,
stated, “This transaction will deliver significant value to our
shareholders and place our organization with one of the largest and
most respected medical professional liability insurance
organizations in the nation. I would like to thank our employees,
customers and business partners for their dedication and support to
FPIC. They are the driving force behind our organization’s
success.”
Kenneth M. Kirschner, Chairman of the Board of FPIC, further
commented, “We are pleased to have found a strategic,
well-respected partner in The Doctors Company, which shares our
steadfast commitment to providing exceptional service to our
policyholders and is committed to the long-term success of the
medical professional liability insurance industry. We believe this
transaction will benefit our policyholders while rewarding our
shareholders for their investment in FPIC.”
“We are pleased to announce this partnership between our two
physician-founded companies. We look forward to welcoming FPIC’s
18,000 insureds to The Doctors Company. Together, we will have
increased financial strength and be in an even better position to
fulfill our relentless commitment to advance, protect, and reward
the practice of good medicine,” said Richard E. Anderson, MD, FACP,
Chairman and CEO of The Doctors Company. “All our members will
continue to receive aggressive claims defense, unmatched
legislative and patient safety advocacy, outstanding service, and
industry-leading member benefits.”
With this merger, The Doctors Company further enhances its
position as the nation's leading insurer of physician and surgeon
medical liability with over 70,000 members.
The Board of Directors of FPIC has unanimously approved the
transaction and has resolved to recommend that its shareholders
approve the Merger Agreement. The transaction is expected to close
by the fourth quarter of 2011 and is subject to customary closing
conditions, including the receipt of regulatory approvals and
approval by the holders of a majority of the outstanding shares of
FPIC common stock.
Sandler O'Neill + Partners, L.P. acted as the financial advisor
to FPIC and Weil, Gotshal & Manges LLP provided legal advice.
Sandler O'Neill + Partners, L.P. provided a fairness opinion to the
Board of Directors of FPIC in connection with the transaction.
Macquarie Capital acted as the financial advisor to The Doctors
Company and Farella Braun + Martel LLP provided legal advice.
About FPIC Insurance Group, Inc.
FPIC Insurance Group, Inc., through its subsidiary companies, is
a leading provider of medical professional liability insurance for
physicians, dentists, and other healthcare providers with over
18,000 policyholders, an A- rating by A.M. Best Company and an A-
rating from Fitch Ratings. FPIC is the largest provider of medical
professional liability insurance in Florida, the fourth largest
provider in Texas and a top five provider in Georgia and Arkansas.
In all, FPIC writes medical professional liability insurance in 14
states and is licensed to write in 32 states. Further information
about FPIC is available on the Internet at www.fpic.com.
About The Doctors Company
Founded by doctors for doctors in 1976, The Doctors Company
(www.thedoctors.com) is relentlessly committed to advancing,
protecting, and rewarding the practice of good medicine. The
Doctors Company is the nation's largest insurer of physician and
surgeon medical professional liability with nearly 55,000 member
physicians, $4 billion in assets, an A rating by Fitch Ratings, and
an A- rating by A.M. Best Company.
Forward-Looking Statements
This press release, as well as certain other statements made by
FPIC, may constitute or contain forward-looking statements within
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 that reflect, when made, FPIC's current views
with respect to current events and financial performance. Such
forward-looking statements are and will be, as the case may be,
subject to risks and uncertainties, as well as assumptions that, if
they do not materialize or prove correct, could cause results to
differ materially from those expressed or implied by such
forward-looking statements. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements, including statements of: (a) FPIC’s plans; (b) the
outcome of contingencies; (c) beliefs or expectations; and (d)
assumptions underlying any of the foregoing.
Forward-looking statements may be identified by their use of
forward-looking terminology, such as “believes,” “expects,” “may,”
“should,” “would,” “will,” “intends,” “plans,” “estimates,”
“anticipates,” “projects” and similar words or expressions. You
should not place undue reliance on these forward-looking
statements, which reflect management's opinions only as of the date
of this release. Because these forward-looking statements are based
on estimates and assumptions that are subject to significant
business, economic, and competitive risks and uncertainties, many
of which are beyond FPIC’s control or are subject to change, actual
results could be materially different.
Factors that might cause such a difference include, without
limitation, the following:
- the possibility that the closing of the
transaction described in this press release does not occur or is
delayed, either due to the failure of closing conditions, including
approval of the Company's shareholders, the failure to obtain
required regulatory approvals or other reasons; and
- risks detailed from time to time in
FPIC's public filings with the Securities and Exchange Commission
("SEC"), including its Annual Report on Form 10-K for the year
ended December 31, 2010, filed with the SEC on March 9, 2011,
its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2011 filed with the SEC on May 4, 2011 and
materials to be filed in connection with shareholder approval of
the merger transaction.
Other factors not currently anticipated by management may also
materially and adversely affect the closing of the transaction
described in this press release. Readers are cautioned not to place
undue reliance on forward-looking statements, which speak only as
of their dates. FPIC undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Additional Information and Where to Find It
FPIC intends to file a proxy statement in connection with
seeking shareholder approval of the proposed merger. The proxy
statement will be mailed to FPIC's shareholders, who are urged to
read the proxy statement and other relevant materials when they
become available because they will contain important information
about the merger. Investors and security holders may obtain free
copies of these documents and other documents filed with the
Securities and Exchange Commission at the SEC's Web site at
www.sec.gov. In addition, investors and security holders may view
the documents filed with the SEC by FPIC at the “Investor
Relations” section on its corporate website at www.fpic.com.
FPIC's officers and directors may be participants in the
solicitation of proxies from FPIC shareholders with respect to the
merger. Information about FPIC's executive officers and directors,
and their ownership of FPIC common stock, is set forth in the proxy
statement for FPIC's 2011 Annual Meeting of Shareholders, which was
filed with the SEC on April 14, 2011. Additional information
regarding the direct and indirect interests of FPIC's executive
officers and directors in the merger will be in the preliminary and
definitive proxy statements regarding the merger, which will be
filed with the SEC.
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