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Ceres Group, Inc. ("Ceres") (NASDAQ:CERG) today
announced that it and Great American Financial Resources, Inc.
("GAFRI") (NYSE:GFR), a 81%-owned subsidiary of American Financial
Group, Inc., have received early termination of the waiting period for
U.S. antitrust review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, in connection with the proposed
merger of Ceres with GAFRI.
As previously announced on May 1, 2006, GAFRI will pay $6.13 per
share in cash for each outstanding share of Ceres common stock, for a
total equity price of approximately $205 million on a fully diluted
basis.
The termination of the Hart-Scott-Rodino waiting period satisfies
one of the conditions to GAFRI's acquisition of Ceres. Consummation of
the merger, which is expected to occur in the third quarter of 2006,
remains subject to other customary closing conditions, including
receipt of approvals from the Nebraska and Ohio Departments of
Insurance and approval of the merger by Ceres stockholders.
About Ceres Group
Ceres Group, Inc., through its insurance subsidiaries, provides a
wide array of health and life insurance products through two primary
business segments. Ceres' Medical Segment includes major medical
health insurance for individuals, families, associations and small
businesses. The Senior Segment includes senior health, life and
annuity products for Americans age 55 and over. To help control
medical costs, Ceres also provides medical cost management services to
its insureds. Ceres' nationwide distribution channels include
independent and career agents, as well as electronic distribution
systems. Ceres is included in the Russell 3000(R) Index. For more
information, visit www.ceresgp.com.
About GAFRI
GAFRI is a Cincinnati-based insurance holding company with nearly
$12 billion in assets. The Company's subsidiaries include Great
American Life Insurance Company, Annuity Investors Life Insurance
Company, United Teacher Associates Life Insurance Company
(headquartered in Austin, Texas) and Loyal American Life Insurance
Company. Through these companies, GAFRI markets traditional fixed,
indexed and variable annuities and a variety of supplemental insurance
products. For more information, visit www.gafri.com.
Additional Information about the Merger and Where to Find It
In connection with Ceres' solicitation of proxies with respect to
the meeting of stockholders to be called with respect to the proposed
merger, Ceres will file with the Securities and Exchange Commission,
and will furnish to stockholders of Ceres, a proxy statement.
Stockholders are advised to read the proxy statement when it is
finalized and distributed to stockholders because it will contain
important information. Stockholders will be able to obtain a
free-of-charge copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SEC's website at
www.sec.gov. Stockholders will also be able to obtain a free-of-charge
copy of the proxy statement and other relevant documents (when
available) by directing a request by mail or telephone to Ceres Group,
Inc., 17800 Royalton Road, Cleveland, OH 44136, Attention: Corporate
Secretary, Telephone: 440-572-2400, or from Ceres' website,
www.ceresgp.com.
Ceres and certain of its directors, executive officers and other
members of management and employees may, under the rules of the SEC,
be deemed to be "participants" in the solicitation of proxies from
stockholders of Ceres in favor of the proposed merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in Ceres' proxy statement
when it is filed with the SEC. Information regarding certain of these
persons and their beneficial ownership of Ceres' common stock as of
March 27, 2006 is also set forth in the Schedule 14A filed by Ceres on
April 3, 2006 with the SEC.
This news release contains certain forward-looking statements with
respect to the proposed merger with GAFRI. Forward-looking statements
are statements other than historical information or statements of
current condition. In light of the risks and uncertainties inherent in
all future projections, the inclusion of forward-looking statements
herein should not be regarded as representation by the company or any
other person that the objectives or plans of the company will be
achieved. Many factors could cause actual results to differ materially
from those contemplated by such forward-looking statements, including,
among others, failure to obtain stockholder approval or the failure to
satisfy other closing conditions, including regulatory approval. This
review of important factors should not be construed as exhaustive.
Investors and others should refer to Ceres' filings with the
Securities and Exchange Commission, including its annual report on
Form 10-K for the year ended December 31, 2005, and its quarterly
reports on Form 10-Q and other periodic filings, for a description of
the foregoing and other factors. Ceres undertakes no obligation to
update forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.