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Argonaut Group, Inc. (NasdaqGS:AGII) today announced that, at its
Special Meeting of Stockholders held today in San Antonio, shareholders
voted to approve the previously announced merger agreement providing for
the merger of Argonaut Group and a wholly owned subsidiary of PXRE Group
Ltd. (NYSE:PXT). Subject to the satisfaction or waiver of the remaining
conditions set forth in the merger agreement, Argonaut Group and PXRE
Group expect to complete the proposed merger in early August 2007.
The combined entity will do business as Argo Group International
Holdings, Ltd. (“Argo Group”).
Argo Group will become the Bermuda holding company for PXRE Group’s
existing insurance and other subsidiaries, including its newly formed
Bermuda reinsurer Peleus Reinsurance Ltd. and Argonaut Group’s
existing operations. Argo Group will trade on the NASDAQ Global Select
Market under Argonaut Group, Inc.’s existing
ticker symbol, AGII.
ABOUT ARGONAUT GROUP, INC.
Headquartered in San Antonio, Argonaut Group, Inc. (NasdaqGS:AGII) is a
national underwriter of specialty insurance products in niche areas of
the property and casualty market, with $3.8 billion in assets. Argonaut
Group offers a full line of high quality products and services designed
to meet the unique coverage and claims handling needs of businesses in
three primary segments: Excess and Surplus Lines, Select Markets, and
Public Entity. Members of Argonaut Group include Colony, Argonaut
Specialty, Rockwood, Great Central, Grocers Insurance, Trident, and
Argonaut Insurance. Information on Argonaut Group and its subsidiaries
is available at www.argonautgroup.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain statements that are “forward-looking
statements” within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, as amended. Such statements are qualified by the inherent
risks and uncertainties surrounding future expectations generally and
also may materially differ from actual future experience involving any
one or more of such statements. Such risks and uncertainties include:
Argonaut Group’s inability to satisfy the
conditions to closing the merger and other risk factors as set forth
from time to time in Argonaut Group’s filings
with the SEC. The inclusion of a forward-looking statement herein should
not be regarded as a representation by Argonaut Group that Argonaut Group’s
objectives will be achieved. Argonaut Group undertakes no obligation to
publicly update forward-looking statements, whether as a result of new
information, future events or otherwise.
WHERE TO FIND ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER
TRANSACTION
In connection with the proposed merger transaction between PXRE and
Argonaut Group, Inc., PXRE has filed with the SEC a registration
statement on Form S-4 which contains a joint proxy statement/prospectus.
PXRE and Argonaut Group, Inc. mailed the joint proxy
statement/prospectus on or about June 20, 2007 to their respective
shareholders of record on June 4, 2007. Investors and shareholders of
PXRE and Argonaut Group, Inc. are urged to read the definitive joint
proxy statement/prospectus (including any amendments or supplements
thereto) and any other relevant materials regarding the proposed merger
transactions because they contain important information about PXRE,
Argonaut Group, Inc., and the contemplated merger transaction. The
definitive joint proxy statement/prospectus and other relevant
materials, and any other documents filed by PXRE with the SEC, may be
obtained free of charge at the SEC's web site at http://www.sec.gov.
In addition, investors and shareholders may obtain free copies of the
documents filed with the SEC by PXRE by directing a written request to
Argonaut Group, Inc, Attention: Mark W. Haushill, Chief Financial
Officer, 10101 Reunion Place, Suite 500, San Antonio, TX 78216 or by
calling 210-321-8400. Investors and shareholders are urged to read the
definitive joint proxy statement/prospectus and any other relevant
materials before making any investment decisions with respect to the
proposed merger transaction. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
PARTICIPANTS IN THE SOLICITATION
PXRE and its directors and executive officers and Argonaut Group, Inc.,
and its directors and executive officers may be deemed to have
participated in the solicitation of proxies from the shareholders of
PXRE and Argonaut Group, Inc. in connection with the proposed merger
transaction. Information regarding the special interests of these
directors and executive officers in the proposed merger transaction is
included in the joint proxy statement/prospectus referred to above.