CINCINNATI--(BUSINESS WIRE)--Mar. 7, 2016--
American Financial Group, Inc. (NYSE: AFG) announced today that it has
proposed 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),
for $30.00 per share in cash.
The $30.00 per share price represents a 32.7% premium over National
Interstate’s last closing price. The $30.00 per share price is a 1.70x
multiple of National Interstate’s book value per share excluding
unrealized gains on fixed maturities as of December 31, 2015, and a
25.9x multiple of National Interstate’s 2015 diluted net income from
operations per share. Based on the proposed price of $30.00 per share
and National Interstate minority shares outstanding as of December 31,
2015, the aggregate purchase price would be approximately $293 million.
“Our proposal represents an attractive opportunity for National
Interstate’s shareholders to receive a significant premium to National
Interstate’s current and recent share prices,” said Carl H. Lindner III
and S. Craig Lindner, Co-Chief Executive Officers of AFG. “We would be
making an additional investment in a business we know well, while at the
same time simplifying the ownership structure.”
GAIC owns approximately 51% of the outstanding National Interstate
common shares, and current or former executive officers of GAIC or AFG
currently comprise five of the 11 members of the board of directors of
AFG expects that the National Interstate board of directors will appoint
a new special committee to consider the proposed transaction and make a
recommendation to the National Interstate board of directors. AFG
expects that the special committee will retain its own independent legal
and financial advisors to assist in its review of the proposed
AFG will not move forward with the transaction unless it is approved by
such special committee. None of the National Interstate directors who
are current or former executive officers of GAIC or AFG will participate
in the consideration of the AFG proposal by National Interstate, the
special committee or the special committee’s advisors. In addition, the
transaction will be subject to a non-waivable condition requiring
approval of a majority of the shares of National Interstate not owned by
AFG or its affiliates. All shareholders of National Interstate will
receive the same consideration for their shares in the proposed
The proposed transaction will not be subject to a financing condition.
AFG believes that National Interstate operations represent an important
strategic component of AFG’s overall operations. AFG has informed
National Interstate that it is only interested in acquiring the
remaining shares of National Interstate, and has no interest in selling
any of the shares owned by GAIC in National Interstate nor would it
expect, in its capacity as a shareholder, to vote in favor of any
alternative sale, merger or similar transaction involving National
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to
AFG and GAIC in the proposed transaction.
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. 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/20160307005772/en/
Source: American Financial Group, Inc.
American Financial Group, Inc.
Diane P. Weidner, 513-369-5713
Vice President - Investor Relations