![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Philadelphia Consolidated Corp (MM) | NASDAQ:PHLY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 61.45 | 0 | 01:00:00 |
o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2) ) | |
o | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
þ | Soliciting Material Pursuant to §240.14a-12 |
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
| Expanded U.S. operations: The U.S. market, which is the largest P&C market in the world, represents an area of great strategic importance to the combined company as it focuses on continued growth. | ||
| A stronger position in the international P&C market: Combined with Tokio Marines acquisition of Kiln (a London-based insurer & reinsurer) earlier this year, the addition of PHLY to the Tokio Marine family completes its objective to establish a strong foothold in both the U.S. P&C and London insurance markets. | ||
| Expanded international business opportunities: Paired with Tokio Marines credit quality and overall financial strength, our solid operating base will provide Tokio Marine Holdings a unique opportunity to expand the scale and profits of its international business, which will facilitate diversification and long-term term growth. |
1. | Can you explain what has been announced today? | |
Today, Tokio Marine Holdings, Inc (TM or Tokio Marine) announced a definitive agreement under which it will acquire all outstanding shares of Philadelphia Consolidated Holding Corp. (PHLY), for $61.50 per share in cash. The total transaction value is U.S. $4.7 billion. | ||
This transaction represents a great opportunity for both companies. We believe that TMs strong credit quality, financial breadth and extensive international reach will be of great benefit to fuelling the next stage of PHLYs growth. Meanwhile, our strong distribution relationships with brokers and agents and our local market knowledge will provide TM with a substantial platform in its effort to realize superior growth and profitability in the U.S. and internationally. | ||
2. | Who is Tokio Marine Holdings? | |
TM was founded in 1879 and is the oldest and largest P&C insurer operating in Japan. It is a publicly trade company on the Tokyo & Osaka exchanges with a ticker symbol of TKOMY. TMs website is http://www.tokiomarinehd.com/en/index.html . It has more than $170 billion in assets, $25 billion of equity & wrote $22 billion of net written premiums in its last fiscal year ended April 1, 2008. The Company has a global network of offices operating in 38 countries around the world, and conducts business in the United States through Tokio Marine U.S. In the United States, TM has nine offices and 470 employees. | ||
TM enjoys an A.M. Best rating of A++, which ranks among the highest in the industry. Other rating agencies including Moodys, S&P & Fitch all rate TMs subsidiaries with the highest financial strength ratings. Click here to see a listing of ratings. http://ir.tokiomarinehd.com/en/RatingInfo.html . | ||
3. | Why does a deal between PHLY and TM make sense? | |
The proposed transaction represents the best long-term solution for PHLY. TM offers strong credit quality, financial breadth and extensive international reach, which will help fuel the next stage of our growth. Furthermore, there are a number of similarities between the companies. Both PHLY and TM are best-of-breed insurers with a customer-driven approach, profitable underwriting, and a focus on long-term growth. Both share cultures that promote continuous improvement through mutual respect. | ||
4. | Tokio Marine is a foreign company. Does that affect its ability to integrate our business? | |
Both our management team and TMs are committed to ensuring this is a smooth process and that business operations continue as normal. TM has an excellent track record of integrating acquisitions and it has the experience and capabilities to integrate PHLY into the business. Although headquartered in Tokyo, Japan, TM has a good knowledge of the U.S. market as the Company currently conducts its U.S. business through its nine offices based here. | ||
5. | How will PHLY change now that it is owned by Tokio Marine? | |
TM has great respect for the superior growth and profitability that our Company has achieved under our leadership. Both companies are best-of-breed insurers with a customer-driven approach, profitable underwriting, and a focus on long-term growth. Both companies share the same corporate philosophy and values and we anticipate more new business growth opportunities. |
6. | Are there any near-term changes planned? | |
We anticipate no change in the way the Company is run as a result of this transaction. | ||
7. | Is there a chance this transaction will not be completed? | |
There is always a chance that a transaction will not be completed. However, we anticipate a smooth path towards closing some time in the fourth quarter of 2008. | ||
8. | When do you expect the deal will close? | |
We expect the deal to close in the fourth quarter of 2008. | ||
9. | What are the terms of the agreement? | |
Under the terms of the agreement, TM will acquire 100% of the shares of PHLY for $61.50per share in cash. There is no debt assumption under the terms of the deal. The total transaction is worth $4.7 billion, which includes some stock-based compensation such as stock options, granted to management and certain employees. | ||
10. | Why are we learning about this on the day of the announcement and not sooner? | |
Todays announcement is a material financial event for the Company. As a public company, we are legally required to publicly disclose the agreement with TM. From a regulatory standpoint, this was the earliest possible time at which we could communicate this news to you. |
11. | Will there be any redundancies in conjunction with this announcement? | |
We anticipate no change in the way the Company is run as a result of this transaction therefore we expect no job reductions following the transaction. Furthermore, we expect the transaction to create revenue synergies and new opportunities which will benefit our employees, partners and customers. | ||
12. | How many positions are there that overlap between PHLY and TM? | |
We will know more after we complete the transaction but we anticipate that no positions will overlap between our Companies. | ||
13. | Will we retain our company name and branding? | |
We anticipate no change in the way the Company is run as a result of this transaction therefore we will retain PHLYs name and branding. | ||
14. | Will we be relocating? | |
Our headquarters and offices will remain in their current locations. | ||
15. | Will there be any changes to employee benefits? | |
The transaction will have no impact on benefits, vacation time, etc. Todays announcement means business as usual for all employees. | ||
16. | What effect does this have on my compensation (salary and bonus)? | |
The transaction will have no impact on your compensation. Todays announcement means business as usual for employees. |
17. | Will workloads change because of this? | |
Employees will see no change in their schedules as a result of the transaction. We are committed to keeping the business running as normal. | ||
18. | Will I need to travel more or relocate? | |
Employees will see no change in their schedules as a result of the transaction. We are committed to keeping the business running as normal. | ||
19. | When will employees next paychecks be issued? | |
Paychecks or direct deposits will be issued as usual. | ||
20. | Can I talk about this deal with friends and family outside of PHLY? | |
Yes, you may. This information has been disclosed publicly. | ||
21. | I own shares in PHLY. What do I need to do in order to receive the cash payment for my shares? | |
Promptly after the closing, you will receive instructions as to how to obtain payment for your shares from the Paying Agent. | ||
22. | What happens to the ESPP shares I already own? | |
They will become vested on the Closing Date & a cash distribution will be made to you net of any outstanding loan balances. | ||
23. | What happens to my stock options? | |
They will become vested on the Closing Date & a cash distribution will be made to you net of exercise price and any applicable withholding taxes. | ||
24. | What about my 401(k) plan? | |
Nothing will change with this Plan. | ||
25. | What should employees say if contacted by the press? | |
If you are asked for any information about the transaction, refer them to Joe Barnholt, AVP Investor Relations @ (610)617-7626. | ||
26. | What should employees say if contacted by investors? | |
If you are asked for any information about the transaction, refer them to Joe Barnholt, AVP Investor Relations @ (610)617-7626. | ||
27. | How will employees be kept informed about progress? | |
Executive management will communicate directly with you as new information becomes available. If you have any additional questions, please speak to your supervisor. | ||
28. | With whom may employees speak if they have additional questions? | |
Please contact your supervisor if you have any questions about this process or you may e-mail questions to Joe Barnholt @ JBarnholt@phlyins.com. |
29. | What is happening with the PHLY management team? Will the management structure change? Who will run the business? | |
TM maintains the view that the management and employees of PHLY are the key to its successful performance. It is TMs and our intention to retain the current management structure and we anticipate no change in the way the Company is run as a result of this transaction. | ||
30. | How long will the integration process take? | |
The integration process should be relatively short since PHLY will not change in any material respect. | ||
31. | Will the PHLY name and branding be maintained? | |
Yes, we anticipate no change in the way the Company is run as a result of this transaction. | ||
32. | I interact with distribution channel partners. What should I tell them? | |
PHLY will be a stronger, & ultimately more diversified Company with international capabilities as a result of the Transaction. |
1 Year Philadelphia Consolidated Chart |
1 Month Philadelphia Consolidated Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions