SCPIE Holdings Inc. Reiterates Support of $28 All-Cash Bid and Calls Stilwell's Rhetoric Misleading
February 25 2008 - 7:30AM
Business Wire
SCPIE Holdings Inc. (NYSE:SKP), a major provider of healthcare
liability insurance, today reiterated its support of The Doctors
Company transaction, the terms of which call for $28 in cash per
share and represent a premium of approximately 31% over the
Company�s closing price one week before the transaction was
announced. The company further noted that The Doctors Company bid
was the result of a rigorous and open auction process, and that the
Board was advised by its financial and legal advisors throughout
the process. �We sincerely hope that our stockholders will not
allow themselves to be misled by an ex-director�s rhetoric,� said
Mitchell S. Karlan MD, Chairman of the SCPIE Holdings Board of
Directors. �Despite Mr. Stilwell�s conflict of interest and
self-serving statements to the contrary, the rejected bid from
American Physicians Capital (ACAP)�on the Board of Directors of
which both Mr. Stilwell and his lawyer sit�had numerous and
prohibitive conditions that, in our opinion, made it highly risky
that a proposed merger with ACAP could be accomplished. We have had
and continue to have the best interests of our stockholders as a
guiding force behind our decision-making process.� The special
meeting of SCPIE Holdings Inc. stockholders will take place on
March 26, 2008, and the Company encourages all of its stockholders
to continue to vote FOR the transaction on the WHITE proxy card.
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.
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.
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