FPIC Insurance Group, Inc. Shareholders Approve Acquisition by The Doctors Company
12 Agosto 2011 - 3:28PM
Business Wire
FPIC Insurance Group, Inc. (“FPIC”) (NASDAQ: FPIC) today
announced that FPIC’s shareholders have approved the acquisition of
FPIC by The Doctors Company pursuant to the merger agreement dated
May 23, 2011. At the special meeting of FPIC’s shareholders held
today, the merger agreement was approved by 99.10% of the shares
voted. Shareholders holding 72.82% of the outstanding shares were
present at the meeting in person or by proxy.
John R. Byers, President and Chief Executive Officer of FPIC,
stated, “We are pleased by this overwhelming support and approval
of the acquisition by our shareholders. In addition to delivering
significant value to our shareholders, this transaction will place
our organization with one of the largest and most respected medical
professional liability insurance organizations in the nation, which
will benefit our policyholders, our organization as a whole and the
Florida medical professional liability insurance market.”
Kenneth M. Kirschner, Chairman of the Board of FPIC, further
commented, “In addition to the overwhelming support of our
shareholders, two of our key strategic partners, the Florida
Medical Association and the Florida Dental Association, have also
expressed their support for the transaction. We are pleased to have
found a well-respected partner in The Doctors Company and look
forward to completing the transaction.”
The date of the closing of the acquisition, which cannot take
place until all applicable regulatory approvals have been received,
has not yet been determined. At the closing, each of FPIC’s
outstanding shares of common stock will be converted into the right
to receive $42 per share in cash.
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.
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
acquisition described in this press release does not occur or is
delayed, either due to the failure of closing conditions, including
the failure to obtain required regulatory approvals, or other
reasons; and
- risks detailed from time to time in
FPIC's public filings with the 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 June 30, 2011 filed with the SEC on August 3, 2011 and
materials filed in connection with shareholder approval of the
acquisition.
Other factors not currently anticipated by management may also
materially and adversely affect the closing of the acquisition
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.
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