National Atlantic Hldgs Corp (MM) (NASDAQ:NAHC)
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National Atlantic Holdings Corporation (NASDAQ: NAHC) has announced
today that it has entered into a definitive merger agreement to be
acquired by a subsidiary of Palisades Safety and Insurance Association, (“Palisades”)
a New Jersey licensed insurance exchange. Under the terms of the
agreement, each outstanding share of common stock of National Atlantic
will be canceled and converted into the right to receive $6.25 in cash
per share.
The Board of Directors of National Atlantic has approved the merger
agreement and recommends that National Atlantic’s
shareholders approve the merger.
The closing of the merger is expected to occur in the third quarter of
2008. The merger is subject to the approval of National Atlantic’s
shareholders, certain regulatory approvals and the satisfaction or
waiver of other closing conditions. The merger is not subject to a
financing condition.
“The acquisition of National Atlantic by
Palisades represents an outstanding opportunity to combine two of the
leading New Jersey property-casualty insurers into a cohesive, highly
competitive and efficient organization for our Partner Agencies,
their policyholders and our employees,”
said James V. Gorman, Chairman of the National Atlantic Board of
Directors and Chief Executive Officer. “The
future prospects of this new organization are very bright and we are
pleased to merge with the excellent companies comprising the Palisades
Group,” he stated.
Banc of America Securities LLC has acted as the financial advisor to
National Atlantic.
About NAHC:
National Atlantic Holdings Corporation and its subsidiaries provide
property and casualty insurance and insurance-related services to
individuals, families and businesses in the State of New Jersey.
In connection with the proposed transaction, a proxy statement of
National Atlantic and other materials will be filed with SEC. WE URGE
INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT NATIONAL ATLANTIC AND THE PROPOSED TRANSACTION.
Investors will be able to obtain free copies of the proxy statement
(when available) as well as other filed documents containing information
about National Atlantic at http://www.sec.gov,
the SEC's free internet site. Free copies of National Atlantic's SEC
filings are also available on National Atlantic’s
internet site at http://www.national-atlantic.com.
Stockholders of National Atlantic can obtain more information about the
proposed transaction by reviewing the Form 8-K to be filed by National
Atlantic in connection with the announcement of the entry into the
merger agreement, and any other relevant documents filed with the SEC
when they become available.
National Atlantic and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from National Atlantic’s stockholders
with respect to the proposed merger. Information regarding the officers
and directors of National Atlantic is set forth in National Atlantic’s
proxy statements, previously filed with the SEC. More detailed
information regarding the identity of potential participants, and their
direct or indirect interests, by securities holdings or otherwise, will
be set forth in the proxy statement and other materials to be filed with
the SEC in connection with the proposed merger.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, such as those
including the words "expect," "will," and similar expressions, that
involve risks and uncertainties that could cause actual results and
events to differ materially from those anticipated, including the risk
National Atlantic’s business and its
relationships with customers, employees or suppliers could suffer due to
the uncertainty relating to the merger; that the merger with Palisades
may not be consummated or may be delayed due to a failure of the
conditions to close the merger to be satisfied or a failure of Palisades
to close the transaction; and such other risk factors as may be included
from time to time in the reports of National Atlantic filed with the SEC
and posted in the Investor Relations section of National Atlantic’s
web site (http://www.national-atlantic.com.).
The forward looking statements included in this document are made only
as of the date of this document and National Atlantic does not undertake
any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise,
except as required by law.