Best and final offer by AFG
Increased cash offer provides full and fair price to National
CINCINNATI--(BUSINESS WIRE)--Jul. 6, 2016--
American Financial Group, Inc. (NYSE: AFG) announced that it has
increased its offer to acquire all of the outstanding common shares of
National Interstate Corporation (Nasdaq: NATL) that are not currently
owned by AFG’s wholly-owned subsidiary, Great American Insurance Company
(GAIC), to $32.00 per share in cash. The proposed transaction will not
be subject to a financing condition.
On July 6, 2016, AFG delivered the following letter to the special
committee of the Board of Directors of National Interstate:
July 6, 2016
Special Committee of the Board of Directors
3250 Interstate Drive
Richfield, Ohio 44286
Norman L. Rosenthal, Chairman of the Special Committee
American Financial Group, Inc. (“AFG” or “we”) is pleased to provide the
special committee (the “Special Committee”) of the Board of Directors of
National Interstate Corporation (“National Interstate”) with its further
increased offer for its wholly-owned subsidiary, Great American
Insurance Company (“GAIC”), to acquire all of the outstanding common
shares of National Interstate that are not currently owned by GAIC at a
purchase price of $32.00 per share in cash. This represents our best and
final offer, and we will offer no further increases from this price.
This is a full and fair price offer that will provide upfront liquidity
to, and for the benefit of, National Interstate’s shareholders. As
previously communicated, the proposed transaction will not be subject to
a financing condition.
The $32.00 per share price represents a 41.5% premium over National
Interstate’s unaffected share closing price on March 4, 2016, the last
trading day prior to public announcement of our proposal, and a 6.5%
premium over yesterday’s closing price. The $32.00 per share price is a
1.8x multiple of National Interstate’s book value per share excluding
unrealized gains on fixed maturities as of March 31, 2016, and a 27.6x
multiple of National Interstate’s 2015 diluted net income from
operations per share. We have raised our offer price $2.00 per share
since our initial proposal, which represents aggregate additional
consideration of approximately $20 million that will be paid to National
Interstate shareholders other than GAIC.
Our proposed transaction remains subject to the condition that it be
approved by a majority of the Special Committee. When the Special
Committee approves the transaction, shareholders holding a majority of
the shares of National Interstate not owned by AFG or its affiliates
will have the ability to approve the transaction for the benefit of
National Interstate’s shareholders. We are confident based on our
discussions with National Interstate’s shareholders that such approval
will be obtained.
We will be filing this letter with the Securities and Exchange
Commission as an exhibit to a Schedule 13D amendment, and we are also
issuing a press release before the market opens today containing this
This proposal is non-binding and no agreement, arrangement or
understanding between the parties will be created until such time as
definitive documentation has been executed and delivered by GAIC and all
other appropriate parties and the agreement, arrangement or
understanding has been approved by AFG and GAIC’s boards of directors.
We look forward to working with the Special Committee and its advisors
to announce a transaction expeditiously.
By: /s/ Carl H. Lindner III
Co-Chief Executive Officer
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based in
Cincinnati, Ohio with assets of approximately $50 billion. Through the
operations of Great American Insurance Group, AFG is engaged primarily
in property and casualty insurance, focusing on specialized commercial
products for businesses, and in the sale of fixed and fixed-indexed
annuities in the retail, financial institutions and education markets.
Great American Insurance Group’s roots go back to 1872 with the founding
of its flagship company, Great American Insurance Company.
Additional Information and Where to Find It
This press release is not an offer to purchase or a solicitation of an
offer to sell any securities or a solicitation of any proxies. Any
solicitation or offer will only be made through materials filed with the
Securities and Exchange Commission (the “SEC”). National Interstate
shareholders and other interested parties are urged to read these
materials when they become available because they will contain important
information. National Interstate shareholders will be able to obtain
such documents (when available) free of charge at the SEC’s web site, www.sec.gov.
National Interstate shareholders will also be able to obtain these
documents that are filed by AFG (when available) free of charge from AFG
or by writing to American Financial Group, Inc., Great American
Insurance Group Tower, 301 East Fourth Street, Cincinnati, Ohio 45202,
Attn: Diane P. Weidner.
This press release contains, and certain oral statements made by our
representatives from time to time may contain, certain statements that
may be deemed to be “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. 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
AFG and include the possibility that discussions with the special
committee of National Interstate may not be successful and the
possibility that the transaction may not be completed on the terms
described in this press release or at all, including as a result of
changes in the business or prospects of National Interstate. For a
detailed description of other risks and uncertainties affecting AFG,
please refer to AFG’s filings with the SEC, available as described in
the preceding paragraph.
Any forward-looking statements herein are made only as of the date of
this press release. AFG assumes no obligation to publicly update any
forward-looking statements. No information contained on any website
referenced in this press release is incorporated by reference herein.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160706005817/en/
Source: American Financial Group, Inc.
American Financial Group, Inc.
Diane P. Weidner, 513-369-5713
Vice President – Investor Relations