Shepard Urges Holders of Class B Common Stock of Donegal Group Inc. ("DGICB")
to Tender Shares
CHICAGO, March 27, 2013
CHICAGO, March 27, 2013 /PRNewswire/ --(NASDAQ: "DGICB") – On March 20, 2013,
Gregory M. Shepard ("Mr. Shepard") announced a tender offer for 962,636 of the
outstanding shares of Class B Common Stock of Donegal Group Inc. ("DGI") at a
price of $30 per Class B share (the "Offer"). The Offer represents
approximately a 42% premium to the closing price of DGI Class B shares on
NASDAQ on March 19, 2013 – the last full trading day prior to the commencement
of the Offer.
Mr. Shepard asks Class B shareholders: "Do you want to receive a premium for
your Class B shares?" Mr. Shepard urges Class B shareholders to tender their
shares and send a strong message to DGI management of the desire of the Class
B shareholders to accept his Offer.
The DGI Board is currently deliberating whether to 1) recommend the Offer, 2)
recommend against it, or 3) take no action and remain neutral. The
recommendation of the DGI Board is expected on Wednesday, April 3, 2013, on
Schedule 14D-9. Mr Shepard asks Class B stockholders to call Don Nikolaus,
Chairman and CEO of DGI, at 800-877-0600, and Jeffrey Miller, Senior Vice
President and Chief Financial Officer, at 717-426-1931, and urge them to
endorse Mr. Shepard's Offer.
The Offer is not subject to any financing contingency. Other conditions apply
to the Offer, including the tender of at least 925,000 Class B shares,
insurance and bank regulatory approvals, expiration or early termination of
the Hart-Scott-Rodino waiting period, and no litigation involving the Offer.
Mr. Shepard is also seeking the appointment of three persons selected by him
to the DGI Board and the board of Donegal Mutual Insurance Company ("Donegal
Mutual"), as a condition of the Offer, without an increase in the size of each
board from 12 directors.
The Offer will expire on April 19, 2013 at 11:59 p.m., New York City time,
unless extended. Tenders of shares of DGI's Class B Common Stock must be made
prior to the expiration of the Offer and may be withdrawn at any time prior to
the expiration of the Offer. Only shares properly tendered and not properly
withdrawn pursuant to the Offer will be purchased. The Offer includes
withdrawal rights so that a tendering shareholder can freely withdraw any
shares prior to acceptance of such shares for payment under the Offer.
Mr. Shepard is the beneficial owner of 3,602,900 Class A shares and 397,100
Class B shares of DGI, which he acquired at a total cost of $58.6 million.
Mr. Shepard has been a Class A and a Class B shareholder of DGI since 2005,
and he is now by far DGI's largest shareholder with the exception of Donegal
This press release is neither an offer to purchase nor a solicitation of an
offer to sell shares of DGI. It does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Offer to
Purchase and the related Letter of Transmittal, which contain important
information that should be read carefully before any decision is made with
respect to the Offer.
The Offer to Purchase and the related Letter of Transmittal and Notice of
Guaranteed Delivery are filed with the SEC and are available through the SEC's
website at http://www.sec.gov/. Any questions or requests for assistance or
for additional copies of the Offer to Purchase, the related Letter of
Transmittal and other related tender offer materials may be directed to the
Information Agent at its address and telephone numbers set forth below, and
copies will be furnished promptly at the Offeror's expense. The Information
Agent for the Offer is: D.F. King& Co., Inc., 48 Wall Street, 22nd Floor,
New York, NY 10005. Banks and Brokerage Firms please call collect:
(212)269-5550. All others call toll-free: (800)967-5079. Email:
THE OFFER IS NOT INTENDED TO AND DOES NOT CONSTITUTE (I)A SOLICITATION OF A
PROXY, CONSENT OR AUTHORIZATION FOR OR WITH RESPECT TO THE ANNUAL MEETING OR
ANY SPECIAL MEETING OF DGI'S STOCKHOLDERS OR (II) A SOLICITATION OF A CONSENT
OR AUTHORIZATION IN THE ABSENCE OF ANY SUCH MEETING.
SOURCE Gregory M. Shepard
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