Scpie (NYSE:SKP)
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SCPIE Holdings Inc. (NYSE:SKP), a major provider of healthcare
liability insurance, has released an open letter to its stockholders in
which it clarifies many statements made by Joe Stilwell, an ex-director
of the Company, in recent letters to SCPIE stockholders. In a separate
action, the Company also announced that it has posted some commonly
asked questions, and the answers, on its website—www.scpie.com—regarding
the expired proposal American Physicians Capital, Inc. (ACAP) made prior
to the October 2007 announcement of SCPIE’s
pending transaction with The Doctors Company.
The letter, dated March 12, 2008, and signed by Mitchell S. Karlan MD,
Chairman of the SCPIE Holdings Board of Directors, is as follows:
“Despite our repeated attempts to clarify the
statements made by a significantly conflicted ex-director, the
misleading rhetoric continues. Enough is enough! Don't allow his
self-serving antics to cloud the real issue—there
is one and only one offer on the table. Vote FOR the $28 all cash
per-share transaction with The Doctors Company.
“Not only does your Board recommend it, but Glass
Lewis, one of the nation's leading proxy advisory services, reinforced
our conclusion that the transaction is in the best interest of our
shareholders. In its report, recommending for the merger with The
Doctors Company, Glass Lewis concluded that '[i]n
our opinion, the proposed merger agreement is the result of a
competitive sale process and offers shareholders a financially fair
consideration in exchange for their shares.'
“There isn't enough space in your mailbox for
us to correct all of what Joe Stilwell has said. One minute, he is
telling you that there is a 'very real and still-outstanding offer' from
American Physicians Capital Inc. (ACAP); the next, he can't promise
there is, or 'ever will be,' an ACAP offer.
“Don't be misled.
“Put simply, the truth is that ACAP never
made an acceptable offer for SCPIE. Filled with all of its
conditions and walk-away rights, ACAP's 'offer' was illusory. Your Board
was not willing to jeopardize SCPIE or its stockholders with a deal we
believe was likely to fail and in doing so, severely harm your company.
Any failure of the ability to close that deal would have left us with a
damaged company whose continued business and potential for consummating
a transaction would have been significantly at risk.
“Instead, your Board chose the best
transaction for ALL stockholders—the $28
per-share, all-cash merger offered by The Doctors Company.
“Stilwell also would have you believe that he
served on our Board out of the goodness of his heart, with no
equity-based remuneration. Again, another half-truth, since he
conveniently omitted the fact that he accepted all director fees paid in
cash.
“Remember that Stilwell is trying to distract
SCPIE stockholders from the fact that he owns a significant equity stake
in ACAP, and that he and his lawyer are also members of ACAP's board of
directors. While he pretends differently, Stilwell is favoring ACAP
because it's in HIS best interests—not YOUR
best interests.
“SCPIE's Board unequivocally recommends and
asks that you vote FOR the merger with The Doctors Company, which
is in the best interests of ALL stockholders of SCPIE.
“Ignore Stilwell's GOLD cards, his
contradictions, self-interest, half-truths and omissions.
“Vote FOR SCPIE's merger proposal by
telephone, Internet or mail today on the WHITE proxy. Time is
short, so act soon to ensure your vote is counted. If you have any
questions or need assistance with voting, please call MacKenzie Partners
collect at 212/929-5500 or at 800/522-2885.”
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.