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Share Name | Share Symbol | Market | Type |
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Zenith National Insurance Corp. | NYSE:ZNT | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 38.00 | 0.00 | 01:00:00 |
UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 14A |
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Proxy
Statement Pursuant to Section 14(a) of
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Filed by the Registrant x |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Zenith National Insurance Corp. |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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Filed by: Zenith National Insurance Corp.
Pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Zenith National Insurance Corp.
Commission File No. 001-09627
On April 22, 2010, the following press release was issued by Zenith National Insurance Corp., the Registrant:
PRESS RELEASE
BUSINESS & FINANCIAL EDITORS |
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WILLIAM J. OWEN |
FOR IMMEDIATE RELEASE |
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Senior Vice President, |
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Investor Relations |
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818-676-3936 |
ZENITH ANNOUNCES THAT THE DELAWARE COURT OF CHANCERY HAS
DENIED THE PRELIMINARY INJUNCTION RELATED TO THE PENDING
MERGER WITH FAIRFAX
WOODLAND HILLS, CALIFORNIA, April 22, 2010 . . . . . . . . . . . . . . . . Zenith National Insurance Corp. (NYSE: ZNT) announced today that the Delaware Court of Chancery, ruling from the bench after hearing arguments from plaintiffs who had filed actions in both Delaware and California, has denied the preliminary injunction that was filed to attempt to prevent the stockholder vote on the pending merger with Fairfax Financial Holdings, Ltd.
About Zenith
Zenith National Insurance Corp., a Delaware corporation incorporated in 1971, is a holding company engaged, through its wholly-owned subsidiaries, Zenith Insurance Company and ZNAT Insurance Company, in the workers compensation insurance business, nationally.
Cautionary Statement Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements if accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed. Statements containing words such as expect, anticipate, believe, estimate, likely or similar words that are used herein or in other written or oral information conveyed by or on behalf of Zenith are intended to identify forward-looking statements. Forward-looking statements are made based upon managements current expectations and beliefs concerning future developments and their potential effects on Zenith. Such forward-looking statements are not guarantees of future events. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors: (i) Zeniths stockholders may not adopt the merger agreement; (ii) the parties may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the
imposition of conditions that could cause the parties to abandon the merger; (iii) the parties may be unable to complete the merger because, among other reasons, conditions to the closing of the merger may not be satisfied or waived; (iv) possible disruptions from the merger may make it more difficult to maintain business and operational relationships; (v) developments beyond the parties control, including but not limited to, changes in domestic or global economic conditions, competitive conditions and consumer preferences, adverse weather conditions or natural disasters, health concerns, international, political or military developments and technological developments; and (vi) the risk factors and other factors referred to in Zeniths reports filed with or furnished to the Securities and Exchange Commission (the SEC). There can be no assurance that other factors not currently anticipated by Zenith will not materially and adversely affect future events. Investors and stockholders are cautioned not to place undue reliance on any forward-looking statements made by or on behalf of Zenith. Forward-looking statements speak only as of the date they are made. Zenith does not undertake any obligation to update or revise any forward-looking statement.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, a definitive proxy statement and a form of proxy was filed with the SEC and mailed to stockholders of record as of March 26, 2010 . INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the definitive proxy statement and other documents filed by Zenith, when available, at the SECs Web site at www.sec.gov or at Zeniths Web site at www.thezenith.com. The definitive proxy statement and such other documents may also be obtained for free from Zenith by directing such request to Investor Relations, Zenith National Insurance Corp., 21255 Califa Street, Woodland Hills, California 91367, telephone: 1-818-713-1000.
Zenith and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from Zeniths stockholders in connection with the proposed transaction. Information concerning the interests of those persons is set forth in Zeniths proxy statement relating to the 2009 annual stockholder meeting and annual report on Form 10-K for the year ended December 31, 2009, as supplemented and amended by Amendment No. 1 on Form 10-K/A for the year ended December 31, 2009, each filed with the SEC, and is also set forth in the definitive proxy statement relating to the transaction.
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