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FILED BY: PROASSURANCE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: PROFESSIONALS GROUP, INC.
COMMISSION FILE NO. 333-49378
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
CONTACT:
JOHN F. LANG
CHIEF FINANCIAL OFFICER
(517) 347-6207
PROFESSIONALS GROUP ANNOUNCES FINAL PORTFOLIO ADJUSTMENT AND
REGULATORY APPROVAL FOR PROPOSED CONSOLIDATION
WITH MEDICAL ASSURANCE
OKEMOS, MICH., JUNE 7, 2001 - PROFESSIONALS GROUP, INC. (NASDAQ: PICM) -
announced today that the portfolio adjustment amount (the "Adjustment Amount")
to be used in the consolidation with Medical Assurance, Inc. will be $1.47 per
share if the transaction closes, as expected, before June 30, 2001.
Professionals Group also announced that the Illinois Department of Insurance has
approved the transaction, clearing the final regulatory hurdle for the
consolidation.
Professionals Group and Medical Assurance, Inc. are combining to form
ProAssurance Corporation, which will be the third largest writer of medical
professional liability insurance in the country. Shareholders of Professionals
Group and Medical Assurance have been sent a Notice and Proxy allowing them to
vote on the proposed transaction at special meetings on June 25, 2001. The
proposed consolidation is subject to shareholder approvals.
The Adjustment Amount was calculated as of April 30, 2001, the
valuation date established under terms of the consolidation agreement announced
on June 23, 2000. The Adjustment Amount represents the change in the value of
Professionals Group's portfolio assets held on December 31, 1999, through the
valuation date. Should unforeseen circumstances postpone the closing until after
June 30th, the valuation date will change and the Adjustment Amount will be
recalculated.
Using the Adjustment Amount of $1.47 calculated as of April 30, 2001,
Professionals Group shareholders will be eligible to receive either $27.47 per
share in cash, or $13.47 in cash and ProAssurance stock having an estimated
value of $14.00 per share. The process for establishing the Adjustment Amount
and the number of shares to be distributed in a cash and stock election is
described in Professionals Group's Proxy Statement for the June 25, 2001
shareholders' meeting.
This news release contains forward-looking statements that involve
risks and uncertainties. The words "anticipate," "believe," "estimate,"
"expect," "intend," "will," and similar expressions are intended to identify
forward-looking statements. Such statements, which include the statements
regarding the above described consolidation and the ability of the parties to
complete it, reflect the
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current views of Professionals Group with respect to future events and are
subject to certain risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may differ materially from those described herein.
Factors that might cause such a difference include, but are not limited to, (1)
those discussed in Professionals Group's filings with the SEC, including its
Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31,
2000, (2) those discussed in ProAssurance's filings with the SEC, including its
Form S-4 registration statement, as amended (Registration No. 333-49378),
relating to the consolidation, and (3) the risks and uncertainties that are
inherent in any business combination such as the above described consolidation.
A registration statement on Form S-4, as amended (Registration No.
333-49378), has been filed by ProAssurance with the SEC regarding the proposed
consolidation of Professionals Group and Medical Assurance. You are urged to
read the registration statement and the documents included or incorporated by
reference therein (including the respective Annual Reports on Form 10-K of
Professionals Group and Medical Assurance) because they contain important
information regarding the consolidation and the legal rights of security
holders. ProAssurance's registration statement, as well as other documents filed
by Professionals Group and Medical Assurance with the SEC are available from the
SEC's website (http://www.sec.gov). These documents are also available without
charge upon request to either:
Professionals Group, Inc. Medical Assurance, Inc.
2600 Professionals Drive 100 Brookwood Place
Okemos, Michigan 48864 Birmingham, Alabama 35209
Attention: Lori A. Beachnau Attention: Frank B. O'Neil
(800) 292-1036 (800) 282-6242
Corporate Profile:
Professionals Group is an insurance holding company traded under the
symbol "PICM" on the Nasdaq National Market. Professionals Group provides
professional liability insurance coverages and services to health care providers
through its wholly owned subsidiary ProNational Insurance Company. Professionals
Group owns 84% of MEEMIC Holdings, Inc. (Nasdaq listed: MEMH) that provides
personal auto, homeowners, boat and umbrella coverages primarily for educational
employees and their families through MEEMIC Insurance Company. Both insurance
companies are rated A- (Excellent) by A.M. Best.
Press Release Fax Service:
This news release and other Professionals Group releases are available
at no charge through Professionals Group's website (www.ProfessionalsGroup.com)
and PR Newswire's Company News on-Call fax service, 800-758-5804, extension
115602.
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