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FILED BY: PROASSURANCE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: MEDICAL ASSURANCE, INC.
COMMISSION FILE NO. 333-49378
[MEDICAL ASSURANCE LOGO] NEWS RELEASE
For More Information Contact:
Frank B. O'Neil
Sr. Vice President, Corporate Communications
205-877-4460 o 800-282-6242 o foneil@maih.com
MEDICAL ASSURANCE ANNOUNCES FINAL PORTFOLIO ADJUSTMENT AND REGULATORY APPROVAL
FOR PROFESSIONALS GROUP TRANSACTION
BIRMINGHAM, AL -- (BUSINESS WIRE) -- June 7, 2001 -- Medical Assurance, Inc.
(NYSE:MAI) announced today that the portfolio adjustment amount (the "Adjustment
Amount") to be used in the consolidation with Professionals Group will be $1.47
per share if the transaction closes, as expected, before June 30, 2001. Medical
Assurance also announced that the Illinois Department of Insurance has approved
the transaction, clearing the final regulatory hurdle for the consolidation.
Medical Assurance, Inc. and Professionals Group are combining to form
ProAssurance Corporation, which will be the third largest writer of medical
professional liability insurance in the country. Shareholders of Medical
Assurance and Professionals Group 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 Medical Assurance's Proxy Statement for the June 25, 2001
shareholders' meeting.
This news release contains historical information, as well as forward-looking
statements that are based upon Medical Assurance's estimates and anticipation of
future events that are subject to certain risks and uncertainties that could
cause actual results to vary materially from the expected results described in
the forward-looking statements. The Company's expectations regarding the timing,
financing, closing, and effects of the consolidation may be beyond the Company's
control and thus difficult to predict.
There are numerous important factors that could cause actual results to differ
materially from those in the forward-looking statements. The principal risk
factors that may cause actual results to differ materially from those expressed
in the forward-looking statements are described in various documents filed by
Medical Assurance and ProAssurance Corporation with the Securities and Exchange
Commission, including Medical Assurance's Form 10K for the year ended December
31, 2000 and the ProAssurance Form S-4 Registration Statement (Registration No.
333-49378).
In view of the many uncertainties inherent in the forward-looking statements
made in this document, the inclusion of such information should not be taken as
representation by the Company or any other person that Medical Assurance's
objectives or plans will be realized.
Investors and shareholders are encouraged to read the ProAssurance Registration
Statement (Registration No. 333-49378) because it contains information regarding
the consolidation and their legal rights. Investors and shareholders can obtain
a free copy of the Registration Statement from the ProAssurance website,
www.proassurance.com. The Registration Statement, as well as
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[MEDICAL ASSURANCE LOGO] NEWS RELEASE CONTINUES
documents filed by Medical Assurance with the Securities and Exchange Commission
are also available from the Securities and Exchange Commission's website at
www.sec.gov. All documents are available without charge upon request to:
Medical Assurance, Inc.
100 Brookwood Place
Birmingham, Alabama 35209
Attention: Frank B. O'Neil
205-877-4460 or 800-282-6242
Medical Assurance and its directors and officers, may be deemed to be
participants in the solicitation of proxies from the shareholders of Medical
Assurance in connection with the consolidation. Information about the directors
and officers of Medical Assurance and their ownership of Medical Assurance
common stock is set forth in Medical Assurance's Form 10K for the year ended
December 31, 2000. You can obtain a free copy of the Form 10K at the Securities
and Exchange Commission's website at www.sec.gov or by contacting Medical
Assurance at the address set forth above.