SCPIE Holdings Merger with The Doctors Company Receives Endorsement of Leading Proxy Advisor
March 10 2008 - 1:47PM
Business Wire
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.
Scpie (NYSE:SKP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Scpie (NYSE:SKP)
Historical Stock Chart
From Jul 2023 to Jul 2024