Scpie (NYSE:SKP)
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SCPIE Holdings Inc. (NYSE:SKP), a major provider of healthcare
liability insurance, today announced that Glass Lewis & Co., one of the
leading U.S. proxy voting advisory firms, has recommended that SCPIE
stockholders vote FOR the merger agreement with The Doctors Company
where stockholders will receive $28 per share in cash. 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,
Glass Lewis concluded, “In 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. We believe that the board took appropriate steps to ensure
that the sale process was managed by a set of non-affiliated directors
and that Mr. Stilwell's holdings in ACAP should have precluded him from
participating in board discussions regarding a potential strategic
transaction. We further note that Mr. Stilwell was not prohibited from
talking with the directors and was allowed to make presentations to the
board regarding his opinion of the proposed transactions.”
Mitchell S. Karlan MD, Chairman of the Board of SCPIE, stated, “We
are pleased that one of the leading proxy advisors endorses our proposed
merger with The Doctors Company and recognizes the competitive sales
process we underwent to achieve maximum value for our stockholders.
Furthermore, Glass Lewis’ conclusion 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.