FBPCIC and IFBF to Take FBL Financial Group
Private for $61 Per Share in Cash
Farm Bureau Property & Casualty Insurance Company (“FBPCIC”)
and FBL Financial Group, Inc. (NYSE: FFG) (“FBL Financial Group” or
“the Company”) today announced that they have agreed to amend their
previously-announced definitive merger agreement, dated January 11,
2021. Pursuant to the amended definitive agreement (the “Merger
Agreement”), FBPCIC increased the offer price to acquire all of the
outstanding shares of FBL Financial Group Class A and Class B
common stock that neither FBPCIC nor the Iowa Farm Bureau
Federation (“IFBF”) currently own to $61.00 per share in cash. The
amendment was approved by the Boards of Directors of both FBPCIC
and FBL Financial Group.
The revised offer price of $61.00 per share provides an
additional $47 million in cash consideration to FBL Financial
Group’s unaffiliated shareholders, and represents an increase of
8.9% and 63.8%, respectively, over the previously agreed offer
price of $56.00 per share and FBL Financial Group’s unaffected
closing share price of $37.25 on September 3, 2020. Based on the
agreed price of $61.00 per share for Class A common stock and Class
B common stock not owned by FBPCIC or IFBF as of April 30, 2021,
the aggregate cash purchase price under the amended agreement is
approximately $575 million.
“The Special Committee is pleased to announce the revised terms
of our agreement with FBPCIC, which follows extensive discussions
with our fellow unaffiliated shareholders with a focus on
maximizing value,” said Paul Larson, Chairman of the Special
Committee of the FBL Financial Group Board of Directors. “The
amended agreement delivers even more compelling and certain value
at a highly-attractive premium. Further, the transaction will
advance FBL Financial Group’s ability to protect the livelihoods
and futures of our customers as part of a private company with our
long-term partner, FBPCIC. We strongly recommend that FBL Financial
Group shareholders vote FOR the transaction to lock in this
compelling value.”
“The revised terms of our agreement represent our best and final
offer and reflect FBPCIC’s commitment to completing this
transaction,” said Richard Felts, Chairman of the Board of FBPCIC.
“As we have long said, FBL Financial Group and its affiliated
companies make up a superb organization. We look forward to
supporting its future as a private company, and to continue working
to strengthen its relationships with its customers and
communities.”
Additional Transaction Details
The transaction is subject to the receipt of FBL Financial Group
shareholder approval, including approval from a majority of
unaffiliated FBL Financial Group shareholders, and the satisfaction
of specified closing conditions. FBL Financial Group has already
completed the regulatory approval process for the proposed
transaction. The companies continue to expect the transaction to
close in the first half of 2021.
The Special Committee, upon being informed of FBPCIC’s intention
to increase its offer to $61.00 per share, sought a further
increase in price. FBPCIC rejected that proposal, clarifying that
it would not increase the $61.00 per share purchase price further,
including if the deal is not approved by FBL Financial Group’s
unaffiliated shareholders.
Capital Returns Management, LLC (“CRM”), the owner of 0.9% of
FBL Financial Group’s shares, has signed an agreement to vote its
shares in favor of the transaction and withdraw its solicitation of
proxies to vote against approval of the Merger Agreement.
The previously-adjourned Special Meeting of Shareholders of FBL
Financial Group to approve, among other things, the proposal to
adopt the Merger Agreement will reconvene on May 21, 2021 at 10:00
a.m. Central Time at the Company’s headquarters at 5400 University
Avenue, West Des Moines, Iowa 50266.
The record date for the Special Meeting remains March 11, 2021.
Shareholders who have already voted do not need to recast their
votes unless they wish to change their votes. Shareholders who have
not already voted or wish to change their vote are encouraged to do
so promptly using the instructions provided in their voting
instruction form or proxy card. Proxies previously submitted will
be voted at the reconvened meeting unless properly revoked. If
shareholders have questions about how to vote their shares, they
should immediately contact the Company’s proxy solicitor, Okapi
Partners, at (877) 629-6357 or at info@okapipartners.com.
Upon closing, all shareholders of FBL Financial Group other than
FBPCIC and IFBF will receive the same per share cash consideration
for their shares, IFBF will continue to be the majority owner of
the Company, and FBL Financial Group common stock will cease
trading on the New York Stock Exchange.
Advisors
Barclays Capital Inc. served as financial advisor to the Special
Committee of the Board of Directors of FBL Financial Group, and
Sidley Austin LLP as its legal advisor. Goldman Sachs & Co. LLC
served as financial advisor and Skadden, Arps, Slate, Meagher &
Flom LLP served as legal advisor to FBPCIC.
About FBL Financial Group
FBL Financial Group is a holding company with the purpose to
protect livelihoods and futures. Operating under the consumer brand
name Farm Bureau Financial Services, its affiliates offer a broad
range of life insurance, annuity and investment products
distributed by multiline exclusive Farm Bureau agents. Helping
complete the financial services offering, advisors offer wealth
management and financial planning services. In addition, FBL
Financial Group manages all aspects of two Farm Bureau affiliated
property-casualty insurance companies for a management fee.
Headquartered in West Des Moines, Iowa, FBL Financial Group is
traded on the New York Stock Exchange under the symbol FFG. For
more information, please visit www.fblfinancial.com and
www.fbfs.com.
About Farm Bureau Property & Casualty Insurance
Company
Farm Bureau Property & Casualty Insurance Company is an
indirect subsidiary of Farm Bureau Mutual Holding Company. The
company was formed in 1939 to write automobile insurance in Iowa.
Today, Farm Bureau Property & Casualty Insurance Company and
its subsidiary insurance company serve in excess of 360,000 Farm
Bureau client/members in eight Midwest and Western states through a
network of over 900 exclusive multi-line agents and agency
managers, offering a full line of personal and commercial
property-casualty insurance products.
Additional Information and Where to Find It
In connection with the proposed transaction, FBL Financial Group
has filed with the Securities and Exchange Commission (the “SEC”) a
definitive proxy statement on Schedule 14A and a Schedule 13e-3
Transaction Statement, and may file other documents with the SEC
regarding the proposed transaction. This press release is not a
substitute for the definitive proxy statement or any other document
that FBL Financial Group may file with the SEC. INVESTORS IN, AND
SECURITY HOLDERS OF, FBL FINANCIAL GROUP ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT
ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
security holders may obtain free copies of the definitive proxy
statement and accompanying proxy card, any amendments or
supplements to the proxy statement and other documents filed with
the SEC by FBL Financial Group through the web site maintained by
the SEC at www.sec.gov or by contacting the individuals listed
below.
Forward-Looking Statements
Some of the statements in this press release are forward-looking
statements (or forward-looking information). When we use words such
as “anticipate,” “intend,” “plan,” “seek,” “believe,” “may,”
“could,” “will,” “should,” “would,” “could,” “estimate,”
“continue,” “predict,” “potential,” “project,” “expect,” or similar
expressions, we do so to identify forward-looking statements.
Forward-looking statements are based on current expectations that
involve assumptions that are difficult or impossible to predict
accurately and many of which are beyond our control, including
general economic and market conditions, industry conditions,
operational and other factors. Actual results may differ materially
from those expressed or implied in these statements as a result of
significant risks and uncertainties, including, but not limited to,
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; the
inability to obtain the requisite shareholder approval for the
proposed transaction or the failure to satisfy other conditions to
completion of the proposed transaction; the risk that shareholder
litigation in connection with the proposed transaction may result
in significant costs of defense, indemnification and liability;
risks that the proposed transaction disrupts current plans and
operations; the ability to recognize the benefits of the
transaction; the amount of the costs, fees, and expenses and
charges related to the transaction; change in interest rates;
changes in laws and regulations; differences between actual claims
experience and underwriting assumptions; relationships with Farm
Bureau organizations; the ability to attract and retain sales
agents; adverse results from litigation; and the impact of the
COVID-19 pandemic and any future pandemics and the impact.
Additional information about these risks and uncertainties, as well
as others that may cause actual results to differ materially from
those projected, is contained in FBL Financial Group’s filings with
the SEC, including FBL Financial Group’s Annual Report on Form 10-K
and FBL Financial Group’s quarterly reports on Form 10-Q. The
statements in this press release speak only as of the date of this
press release and we undertake no obligation or intention to update
or revise any forward-looking statement, whether as a result of new
information, changes in assumptions, future developments or
otherwise, except as may be required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210503005331/en/
FBL Financial Group: Media: Bryan Locke and Lindsay Molk
Sard Verbinnen & Co FBLFinancial-SVC@sardverb.com
Investors: Kathleen Till Stange Vice President Corporate &
Investor Relations Kathleen.TillStange@FBLFinancial.com
Farm Bureau Property & Casualty Insurance Company
Nancy Wiles Marketing Communications Vice President
Nancy.Wiles@FBFS.com
FBL Financial (NYSE:FFG)
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