American Financial Group, Inc. Waives Minimum Tender Condition for National
Extends Tender Offer to March 17, 2014
Compelling Offer Provides Attractive Premium and Certainty of Completion for
National Interstate’s Shareholders
CINCINNATI -- March 3, 2014
American Financial Group, Inc. (NYSE/NASDAQ: AFG) announced today that, in
connection with the offer by its wholly-owned subsidiary Great American
Insurance Company (GAIC) to purchase the outstanding shares of common stock of
National Interstate Corporation (NASDAQ: NATL) not currently owned by GAIC for
$30.00 per share in cash without interest, that it has waived the “minimum
tender” condition. The “minimum tender” condition had required that, following
the tender offer, GAIC must own shares of National Interstate common stock
that, when added to the shares it currently owns, represents at least 90% of
the outstanding shares of National Interstate on a fully diluted basis. Under
the amended Offer, GAIC will purchase any and all shares tendered by National
Interstate shareholders into the offer.
GAIC has also extended the expiration date and withdrawal rights to 12:00
midnight, Eastern time, on March 17, 2014. The tender offer was previously
scheduled to expire at 12:00 midnight, Eastern time, on March 6, 2014. Except
for the extension of the expiration date and the waiver of the “minimum
tender” condition, all other terms and conditions of the tender offer remain
Offer Delivers Significant Value to National Interstate’s Shareholder
AFG believes the all-cash offer of $30.00 per share represents compelling
value for National Interstate at an attractive premium and encourages National
Interstate shareholders to focus on the strong value proposition of the offer
in order to make an informed decision, without distraction, to tender their
shares. AFG’s all-cash offer provides National Interstate’s shareholders with
a significant premium to the unaffected National Interstate stock price. The
offer provides certainty in that it is not subject to any financing condition,
with AFG using available cash on hand to purchase all of the shares of
National Interstate common stock validly tendered in the offer.
In delivering a $30.00 offer price, AFG considered the following factors
(further details can be found in the Tender Offer Statement on Schedule TO and
the Transaction Statement on Schedule 13E-3 (each as amended) and the Amended
and Restated Offer to Purchase, all of which are on file with the SEC):
*The offer price represents a premium of over 35% over the closing Share
price of National Interstate common stock on February 4, 2014, the last
day prior to the public announcement of the initial Offer to Purchase, and
a premium of almost 29% over the average closing share price of National
Interstate common stock for the 30 trading days ending on that date.
*The offer provides a 70% premium over the book value per National
Interstate share of $17.63 at September 30, 2013.
*The $30.00 offer price exceeds the target price at the date of the
original offer for every equity research analyst providing a target price
as part of their research coverage on National Interstate.
As a result of these factors, AFG believes its offer delivers a compelling
premium to National Interstate’s unaffiliated shareholders. AFG urges
shareholders to consider its disclosures with respect to this offer which
contain a full description of the transaction including more detail regarding
its analysis of the value provided by this offer. The offer is not conditioned
upon the receipt of any approvals or any recommendation by the National
Interstate board of directors.
The Information Agent for the tender offer has advised AFG and GAIC that, as
of close of business on February 28, 2014, approximately 713 shares of
National Interstate Corporation common stock have been tendered into and not
withdrawn from the tender offer.
Innisfree M&A Incorporated is the Information Agent for the tender offer.
This press release is for informational purposes only and does not constitute
an offer to purchase or a solicitation of an offer to sell National Interstate
common stock. AFG and GAIC will amend their Tender Offer Statement on Schedule
TO and the Transaction Statement on Schedule 13E-3, filed with the Securities
and Exchange Commission (the “SEC”), to reflect the waiver of the “minimum
tender” condition and the extension of the offer. National Interstate
stockholders and other interested parties are advised to read these filings
and other documents relating to the tender offer that have been or will be
filed with the SEC when they become available because they will contain
important information regarding the tender offer. Anyone may obtain copies of
these documents when available for free at the SEC’s website at www.sec.gov,
or by calling Innisfree M&A Incorporated, the Information Agent for the tender
offer, toll free at 1-888-750-5834.
About American Financial Group, Inc.
AFG is an insurance holding company, based in Cincinnati, Ohio with assets in
excess of $40 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.
Forward Looking Statements
This press release contains certain statements that may be deemed to be
“forward-looking statements”. All statements in this press release not dealing
with historical results are forward-looking and are based on estimates,
assumptions and projections. Examples of such forward-looking statements
include statements relating to: the Company’s expectations concerning market
and other conditions and their effect on future premiums, revenues, earnings
and investment activities; recoverability of asset values; expected losses and
the adequacy of reserves for long-term care, asbestos, environmental pollution
and mass tort claims; rate changes; and improved loss experience.
Actual results and/or financial condition could differ materially from those
contained in or implied by such forward-looking statements for a variety of
reasons including but not limited to: changes in financial, political and
economic conditions, including changes in interest and inflation rates,
currency fluctuations and extended economic recessions or expansions in the
U.S. and/or abroad; performance of securities markets; AFG’s ability to
estimate accurately the likelihood, magnitude and timing of any losses in
connection with investments in the non-agency residential mortgage market; new
legislation or declines in credit quality or credit ratings that could have a
material impact on the valuation of securities in AFG’s investment portfolio;
the availability of capital; regulatory actions (including changes in
statutory accounting rules); changes in the legal environment affecting AFG or
its customers; tax law and accounting changes; levels of natural catastrophes
and severe weather, terrorist activities (including any nuclear, biological,
chemical or radiological events), incidents of war or losses resulting from
civil unrest and other major losses; development of insurance loss reserves
and establishment of other reserves, particularly with respect to amounts
associated with asbestos and environmental claims and AFG’s run-off long-term
care business; availability of reinsurance and ability of reinsurers to pay
their obligations; the unpredictability of possible future litigation if
certain settlements of current litigation do not become effective; trends in
persistency, mortality and morbidity; competitive pressures, including those
in the annuity distribution channels, the ability to obtain adequate rates and
policy terms; changes in AFG’s credit ratings or the financial strength
ratings assigned by major ratings agencies to our operating subsidiaries; and
other factors identified in our filings with the Securities and Exchange
The forward-looking statements herein are made only as of the date of this
press release. The Company assumes no obligation to publicly update any
forward-looking statements, except as required by law.
American Financial Group, Inc.
Diane P. Weidner, Asst. Vice President - Investor Relations, 513-369-5713
Stan Neve / Gemma Hart, 212-333-3810
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