March 31, 2019 and an increase of 20% over EMCC's original proposed price of $30.00 per share. The last trading day prior to the public announcement of EMCC's original proposal to acquire 100% ownership of the Company, a 27% premium to the $28.44 book value per share of the Company as of Merger consideration represents an approximate 50% premium to the $23.99 closing market price of the common stock on the Nasdaq Global Select Market as of November 15, 2018, Shares." At the effective time of the merger, each share of common stock, as described immediately above, will automatically be cancelled and cease to exist, except for the right to receive the merger In accordance with Division XIII of the Iowa Business Corporation Act and have not withdrawn or otherwise lost such rights to appraisal, which are collectively referred to herein as the "excluded (i) held by Merger Sub, EMCC, the Company or any subsidiary of EMCC or the Company and (ii) held by shareholders who have demanded and perfected their right to appraisal of their shares The right to receive merger consideration equal to $36.00 per share of common stock in cash, without interest and less any required withholding taxes, other than shares of common stock that are The effective time of the merger, each share of common stock that is issued and outstanding immediately prior to the effective time of the merger will automatically be converted into As a result of the merger, EMCC's ownership of the Company will increase Will cease and the Company will continue its corporate existence under Iowa law as the surviving corporation (the "merger"). Pursuant to the merger agreement, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub (which is referred to herein as the "merger agreement proposal"). On a proposal to adopt the Agreement and Plan of Merger, dated as of May 8, 2019 (as amended, supplemented or otherwise modified from time to time, the "merger agreement"), by and amongĮmployers Mutual Casualty Company, an Iowa mutual insurance company ("EMCC"), Oak Merger Sub, Inc., an Iowa corporation and wholly owned subsidiary of EMCC ("Merger Sub"), and the Company The special meeting of shareholders (the "special meeting"), holders of shares of Company common stock, par value $1.00 per share ("common stock"), will be asked to consider and vote September 18, 2019, commencing at 10:00 A.M. Central Time, at the offices of Employers Mutual Casualty Company, 219 Eighth Street, Des Moines, Iowa 50309. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.įorm, Schedule or Registration Statement No.:Īre cordially invited to attend a special meeting of the shareholders of EMC Insurance Group Inc., an Iowa corporation (the "Company"), which will be held on Proposed maximum aggregate value of transaction:įee paid previously with preliminary materials.Ĭheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsettingįee was paid previously. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Title of each class of securities to which transaction applies:Īggregate number of securities to which transaction applies: Payment of Filing Fee (Check the appropriate box):įee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) (Name of Registrant as Specified In Its Charter)
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