Scpie (NYSE:SKP)
Historical Stock Chart
From Jul 2019 to Jul 2024
![Click Here for more Scpie Charts. Click Here for more Scpie Charts.](/p.php?pid=staticchart&s=NY%5ESKP&p=8&t=15)
SCPIE Holdings Inc. (NYSE:SKP), a major provider of healthcare liability
insurance, today announced that Institutional Shareholder
Services/RiskMetrics (ISS), one of the nation’s
leading proxy advisory firms, has recommended that SCPIE stockholders
vote FOR the merger agreement with The Doctors Company which provides
that all stockholders will receive $28 per share in cash. With this
recommendation, three leading independent proxy advisory firms, ISS,
Glass Lewis & Co. and PROXY Governance, Inc., have now recommended that
SCPIE stockholders support the merger with The Doctors Company. The
Special Stockholders Meeting to vote on the merger is scheduled for
Wednesday, March 26, 2008.
In its report, recommending for the merger with The Doctors Company, ISS
concluded: “Based on our
review of SCPIE's prospects as a standalone company, the sale process,
the measures taken to handle the conflicts of interests inherent in
Joseph Stilwell’s ownership of
both ACAP and SCPIE, and the significant one-day premium, we believe
that the current offer warrants shareholder support.”
In so finding, they noted that:
On Process –
“We note that the company
ran a thorough auction process.”
On Premium Analysis –
“The Doctors Company’s
cash offer price of $28.00 per SKP share represents a significant
premium to SCPIE’s historical
share price on a pre-announcement basis.”
On ACAP’s
bid – “.
. .when comparing the two offers, ISS notes that ACAP’s
stock offer presented several closing and post-closing risks …
[T]he Acquirer’s
offer provided the certainty of cash and the speed of a private
transaction with regard to closing. The Acquirer’s
cash offer did not have the downside risk associated with ACAP’s
stock price in a stock merger. Also, the proposed cash offer was not
subject to financing conditions …. Finally,
we note that presently there is no definitive offer by ACAP for SCPIE’s
shares.”
Mitchell S. Karlan MD, Chairman of the Board of SCPIE, stated, “We
are very pleased that now three leading independent proxy advisors
endorse our proposed merger with The Doctors Company and recognize the
superiority of The Doctors Company bid. Moreover, their united front
confirms our conviction that the merger offers the best value to SCPIE
stockholders and that all stockholders should vote FOR the merger on our
WHITE proxy.”
The merger agreement calls for the payment of $28 per share in cash,
which represents an aggregate purchase price of approximately $281
million and reflects a premium of approximately 31% over the Company’s
closing price one week before the transaction was announced.
The company encourages all stockholders to vote their shares promptly by
phone, Internet, or by mailing their WHITE proxy card, and to
contact MacKenzie Partners at 800/322-2885 or collect at 212/929-5500 if
they have any questions or need any assistance in voting their shares.
Additional Information and Where to Find It
On January 30, 2008, SCPIE filed a definitive proxy statement with the
Securities and Exchange Commission (SEC) in connection with its proposed
acquisition by The Doctors Company. The proxy statement has been mailed
to SCPIE’s stockholders, who are urged to
read the proxy statement and other relevant materials filed with the SEC
because they contain important information about the acquisition.
Investors and security holders may obtain free copies of these documents
and other documents filed with the SEC at the SEC’s
website at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents
filed with the SEC by SCPIE at the Investors/Media section on its
corporate website at www.scpie.com or
by contacting MacKenzie Partners at 800/322-2885 or by email at scpieproxy@mackenziepartners.com.
SCPIE’s executive officers and directors may
be participants in the solicitation of proxies from SCPIE stockholders
with respect to the acquisition. Information about SCPIE’s
executive officers and directors, and their ownership of SCPIE Holdings
common stock, is set forth in the definitive proxy statement SCPIE filed
with the SEC on January 30, 2008, and in the reports filed by the
executive officers and directors under Section 16 of the Securities
Exchange Act of 1934, as amended, since such date. Additional
information regarding the direct and indirect interests of SCPIE’s
executive officers and directors in the acquisition is in the definitive
proxy statement.