UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )
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Filed by a Party other than the Registrant o
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o   Preliminary Proxy Statement
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o   Definitive Proxy Statement
þ   Definitive Additional Materials
o   Soliciting Material Pursuant to §240.14a-12
 
PENN MILLERS HOLDING CORPORATION
 
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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SUPPLEMENT TO DEFINITIVE PROXY STATEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 29, 2011

EXPLANATORY NOTE

This supplemental disclosure to the Definitive Proxy Statement on Schedule 14A filed by Penn Millers Holding Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on October 21, 2011 (the “Definitive Proxy Statement”) as supplemented on November 18, 2011, is being made to update certain information in the Definitive Proxy Statement concerning litigation related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 7, 2011 whereby Panther Acquisition Corp., a wholly owned subsidiary of ACE American Insurance Company (“ACE”), will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of ACE (the “Merger”). Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding share of Company common stock will be canceled and converted into the right to receive $20.50 per share in cash. Defined terms used but not defined herein have the meaning set forth in the Definitive Proxy Statement.

Litigation Related to the Merger

As previously disclosed, a lawsuit was filed in a putative class action in the Court of Common Pleas of Philadelphia County, Pennsylvania (the “Court”) in connection with the Merger. In response to plaintiff’s amended complaint, the Company filed a motion to dismiss the lawsuit on November 17, 2011. On November 22, 2011, following oral argument, the Court granted the Company’s motion to dismiss the lawsuit.

 

 

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