District of Columbia Department of Insurance Sets Public Hearing for ProAssurance and NCRIC Transaction
06 Mai 2005 - 10:40PM
Business Wire
ProAssurance Corporation (NYSE: PRA) and NCRIC Group, Inc. (NASDAQ:
NCRI) today jointly announced that the District of Columbia
Department of Insurance, Securities and Banking ("DISB") has set a
public hearing to consider the proposed Agreement and Plan of
Merger dated February 28, 2005, by and between ProAssurance
Corporation and NCRIC Group, Inc. The public hearing will be held
in the Old Council Chambers at 441 4th Street, NW in the District
of Columbia, on June 6, 2005 at 10:00 am, Eastern Time. As
previously disclosed in a joint press release dated February 28,
2005, ProAssurance and NCRIC have agreed to a transaction that
would result in NCRIC becoming a wholly owned subsidiary of
ProAssurance. ProAssurance filed a Form A with the District of
Columbia Department of Insurance on April 15, 2005. The Form A
substantially incorporates by reference the Form S-4 Registration
Statement (Registration No. 333-124156) filed by ProAssurance with
the United States Securities and Exchange Commission on April 19,
2005. The notice of hearing can be viewed on the DISB website
(www.disb.dc.gov) or the website for ProAssurance
(www.ProAssurance.com) or NCRIC (www.ncric.com). Questions
regarding the hearing can be directed to DISB public information
officer, Janice Ghenene at 202-442-7822. The hearing will be open
to the public. Investors and shareholders of ProAssurance and NCRIC
Group are urged to read the Registration Statement because it
contains important information regarding the transaction and their
legal rights. Investors and shareholders can obtain a free copy of
the Registration Statement as well as other documents filed by
ProAssurance and NCRIC Group with the Securities and Exchange
Commission at the Securities and Exchange Commission's website at
www.sec.gov, and from the Investor Relations section of both
companies' websites (www.ProAssurance.com and www.NCRIC.com). These
documents are also available without charge upon request to either:
-0- *T ProAssurance Corporation ------------------------ Frank B.
O'Neil Senior Vice President, Corporate Communications 205-877-4460
or 800-282-6242 foneil@ProAssurance.com NCRIC Group -----------
Eric R. Anderson Senior Vice President, Corporate Communications
202-969-3102 or 800-613-3615 anderson@NCRIC.com *T NCRIC Group,
Inc. and its respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies from the
stockholders of NCRIC in connection with the proposed merger.
Information about the directors and executive officers of NCRIC and
their ownership of NCRIC common stock is set forth in the proxy
statement, dated April 26, 2005, for NCRIC's 2005 annual meeting of
stockholders, as filed with the SEC. You can obtain a free copy of
these documents at the Securities and Exchange Commission's website
or by contacting NCRIC Group at the address set forth above. About
ProAssurance ProAssurance is a specialty insurer with more than
$3.2 billion in assets and $790 million in gross written premiums
in 2004. As the nation's fourth largest writer of medical
professional liability insurance, our principal professional
liability subsidiaries, The Medical Assurance Company, Inc.,
ProNational Insurance Company, and Red Mountain Casualty Insurance
Company, Inc., are recognized leaders in developing solutions which
serve the needs of the evolving health care industry. We are the
tenth largest writer of personal auto coverage in Michigan through
our subsidiary, MEEMIC Insurance Company. A.M. Best assigns a
rating of "A-" (Excellent) to ProAssurance and our principal
professional liability subsidiaries and MEEMIC, Standard &
Poor's assigns our principal professional liability carriers a
rating of "A-" ("Strong"), and Fitch assigns a rating of "A-" to
our subsidiaries The Medical Assurance Company, ProNational
Insurance Company and MEEMIC Insurance Company. About NCRIC Group
NCRIC is a healthcare financial services organization that assists
individual physicians and groups of physicians in managing their
practices by providing medical professional liability insurance,
practice management and financial services, and employee benefits
plan design and pension administration. In addition to its
headquarters in Washington, D.C., NCRIC has offices in Wilmington,
Delaware; Greensboro, North Carolina; Richmond and Lynchburg,
Virginia; and Charleston, West Virginia. NCRIC provides services to
more than 4,700 physician clients. Caution Regarding
Forward-Looking Statements This news release contains historical
information as well as forward-looking statements that are based
upon our estimates and anticipation of future events that are
subject to certain risks and uncertainties that could cause actual
results to vary materially from the expected results described in
the forward-looking statements. The words "anticipate," "believe,"
"estimate," "expect," "hopeful," "intend," "may," "optimistic,"
"preliminary," "project," "should," "will," and similar expressions
are intended to identify these forward-looking statements. There
are numerous important factors that could cause our actual results
to differ materially from those in the forward-looking statements.
Thus, sentences and phrases that we use to convey our view of
future events and trends are expressly designated as
Forward-Looking Statements as are sections of this news release
clearly identified as giving our outlook on future business. The
principal risk factors that may cause actual results to differ
materially from those expressed in the forward-looking statements
are described in various documents we file with the Securities and
Exchange Commission, including Form 10K for the year ended December
31, 2004 and Form 10Q for the most recent quarter. These
forward-looking statements are subject to significant risks,
assumptions and uncertainties, including, among other things, the
following important factors that could affect the actual outcome of
future events: Relating to the ongoing operations of the combined
companies: -- General economic conditions, either nationally or in
our market area, that are worse than expected; -- regulatory and
legislative actions or decisions that adversely affect our business
plans or operations; -- price competition; -- inflation and changes
in the interest rate environment the performance of financial
markets and/or changes in the securities markets that adversely
affect the fair value of our investments or operations; -- changes
in laws or government regulations affecting medical professional
liability insurance and practice management and financial services;
-- changes to our ratings assigned by A.M. Best; -- the effect of
managed healthcare; -- uncertainties inherent in the estimate of
loss and loss adjustment expense reserves and reinsurance; and
changes in the availability, cost, quality, or collectibility of
reinsurance; -- significantly increased competition among insurance
providers and related pricing weaknesses in some markets. --
changes in accounting policies and practices, as may be adopted by
our regulatory agencies and the Financial Accounting Standards
Board; and -- changes in our organization, compensation and benefit
plans. Relating to the proposed transaction with NCRIC: -- The
business of ProAssurance and NCRIC may not be combined
successfully, or such combination may take longer to accomplish
than expected; -- the cost savings from the merger may not be fully
realized or may take longer to realize than expected; -- operating
costs, customer loss and business disruption following the merger,
including adverse effects on relationships with employees, may be
greater than expected; -- governmental approvals of the merger may
not be obtained, or adverse regulatory conditions may be imposed in
connection with governmental approvals of the merger; --
restrictions on our ability to achieve continued growth through
expansion into other states or through acquisitions or business
combinations; and -- the stockholders of NCRIC may fail to approve
the merger. We wish to caution readers not to place undue reliance
on any such forward-looking statements, which speak only as of the
date made, and wish to advise readers that the factors listed above
could affect our financial performance and could cause actual
results for future periods to differ materially from any opinions
or statements expressed with respect to periods in any current
statements. We do not undertake and specifically decline any
obligation to publicly release the result of any revisions that may
be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
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