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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 SHAREHOLDERS APPROVE TRANSACTION
WITH MEDICAL ASSURANCE
OKEMOS, MICH., JUNE 25, 2001 - PROFESSIONALS GROUP, INC. (NASDAQ: PICM)
- Shareholders of Professionals Group, Inc. have overwhelmingly approved the
Company's planned consolidation with Medical Assurance (NYSE: MAI), under a new
holding company, ProAssurance Corporation (NYSE:PRA). The transaction received
support from more than 59% of the shareholders eligible to vote at a special
meeting today. Medical Assurance shareholders also voted overwhelmingly in favor
of the consolidation at a separate meeting.
The insurance operations of the new organization, centered around
ProNational Insurance Company, Medical Assurance Company, and MEEMIC Insurance
Company, will continue to serve their customers from existing office locations.
Professionals Group President Victor T. Adamo, Esq. will be ProAssurance's
Vice-Chairman, President and Chief Operating Officer. He said the combined
management team has set very high expectations for the new company, "We will
retain the customer-focused heritage that has been the hallmark of both Medical
Assurance and Professionals Group. By remaining customer focused, we'll be in a
position to deliver the kind of responsive service they expect, and the results
our shareholders expect as well."
Medical Assurance's Chairman and President A. Derrill Crowe, M.D., who
will serve as Chairman and Chief Executive Officer of ProAssurance, said, "We've
been working towards this day for many months and we're excited to be able to
put our plans into action. Despite the challenges that exist in the medical
malpractice segment of the insurance market, I believe ProAssurance has
significant opportunities in the years ahead. We expect to emerge from this
market cycle in a leading position in our niche." MEEMIC will continue as the
leading provider of personal automobile insurance and related products to
educators in the state of Michigan.
CLOSING TIMETABLE
Today's approvals will allow the merger to close as scheduled on
Wednesday, June 27th. The newly formed company, ProAssurance Corporation, will
begin trading on the New York Stock Exchange on Thursday, June 28th under the
symbol PRA.
Under terms of the consolidation, Professionals Group shareholders are
eligible to elect either $27.47 per share in cash, or $13.47 in cash and shares
of ProAssurance stock. The number of shares of ProAssurance stock to be
distributed for each share of Professionals Group stock will be fixed after the
close of trading today, in accordance with procedures described in Professionals
Group's Proxy Statement for today's shareholders' meeting. The exchange ratio
will be announced in a separate
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news release. Professionals Group shareholders have until 5:00 pm EDT on
Wednesday, June 27th, to deliver their elections to Mellon Investor Services,
the Exchange Agent.
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 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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