ProShares UltraShort Con... (AMEX:SCC)
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Security Capital Corporation (AMEX: SCC) ("Security
Capital" or the "Company") announced today that its stockholders have
adopted the merger agreement pursuant to which Sedgwick CMS Holdings,
Inc. ("Sedgwick CMS") will acquire all of the outstanding shares of
Security Capital Common Stock and Class A Common Stock. More than 95%
of the Company's outstanding shares were voted in favor of the
adoption of the merger agreement. Upon the completion of the merger,
Security Capital stockholders will be entitled to receive $16.46 in
cash per share of Security Capital Common Stock and Class A Common
Stock. The merger is expected to close shortly.
As soon as reasonably practicable after the merger closes, a
paying agent designated by Sedgwick CMS will mail a form of letter of
transmittal and instructions to all of Security Capital's stockholders
of record. The form of letter of transmittal and instructions will
tell such stockholders how to surrender their stock certificates in
exchange for the $16.46 per share consideration, without interest.
Commenting on the approval of the merger by Security Capital's
stockholders, Brian D. Fitzgerald, Chairman, President and CEO of the
Company, stated: "The merger represents the culmination of our
previously announced formal sale process of the Company. The Company's
Board of Directors believes that the formal sale process has resulted
in the Company's stockholders receiving the highest price reasonably
obtainable for their shares."
Security Capital operates as a holding company that actively
participates in the management of its subsidiaries. The Company
conducts business through its approximately 84%-owned subsidiary WC
Holdings, Inc. ("WC"). WC, through its wholly owned subsidiary,
CompManagement, Inc., is a leading independent provider of
comprehensive claims management, cost containment and consulting
services designed to control the cost to employers of workers'
compensation, medical malpractice, automobile, general liability,
unemployment and short- and long-term disability insurance benefits.
WC's activities are primarily centered in Ohio, California, Virginia,
Maryland, Texas, Michigan, Florida, Washington, Minnesota and New
York.
Sedgwick CMS is the parent company of Sedgwick Claims Management
Services, Inc., a leading provider of innovative claims and
productivity management solutions. The principal equity holders of
Sedgwick CMS are Fidelity National Financial, Inc. (NYSE: FNF), Thomas
H. Lee Partners, L.P. and Evercore Capital Partners.
Forward-Looking Statement
This press release contains "forward-looking" statements within
the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are based upon
management's current expectations and are subject to a number of
factors and uncertainties which could cause actual results to differ
materially from those described in the forward-looking statements.
Such factors and uncertainties include, but are not limited to: future
legislative changes which could impact the laws governing workers'
compensation and medical malpractice insurance in the various states
in which the Company's employer cost containment and health services
segment operates, the Company's ability to enhance its existing
services and successfully introduce and market new services, new
service developments by the Company's competitors, market acceptance
of new services of both the Company and its competitors, competitive
pressures on prices, the ability to attract and retain qualified
personnel, interest rates, the effects on the Company of an event of
default under the Company's loan agreement, the tax treatment of the
special cash dividend, and the Company's ability to consummate the
merger, including the satisfaction of any conditions precedent to the
merger.