SCPIE Holdings Letter Clarifies Misleading Statements
March 12 2008 - 8:15AM
Business Wire
SCPIE Holdings Inc. (NYSE:SKP), a major provider of healthcare
liability insurance, has released an open letter to its
stockholders in which it clarifies many statements made by Joe
Stilwell, an ex-director of the Company, in recent letters to SCPIE
stockholders. In a separate action, the Company also announced that
it has posted some commonly asked questions, and the answers, on
its website�www.scpie.com�regarding the expired proposal American
Physicians Capital, Inc. (ACAP) made prior to the October 2007
announcement of SCPIE�s pending transaction with The Doctors
Company. The letter, dated March 12, 2008, and signed by Mitchell
S. Karlan MD, Chairman of the SCPIE Holdings Board of Directors, is
as follows: �Despite our repeated attempts to clarify the
statements made by a significantly conflicted ex-director, the
misleading rhetoric continues. Enough is enough! Don't allow his
self-serving antics to cloud the real issue�there is one and only
one offer on the table. Vote FOR the $28 all cash per-share
transaction with The Doctors Company. �Not only does your Board
recommend it, but Glass Lewis, one of the nation's leading proxy
advisory services, reinforced our conclusion that the transaction
is in the best interest of our shareholders. In its report,
recommending for the merger with The Doctors Company, Glass Lewis
concluded that '[i]n 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.'
�There isn't enough space in your mailbox for us to correct all of
what Joe Stilwell has said. One minute, he is telling you that
there is a 'very real and still-outstanding offer' from American
Physicians Capital Inc. (ACAP); the next, he can't promise there
is, or 'ever will be,' an ACAP offer. �Don't be misled. �Put
simply, the truth is that ACAP never made an acceptable offer for
SCPIE. Filled with all of its conditions and walk-away rights,
ACAP's 'offer' was illusory. Your Board was not willing to
jeopardize SCPIE or its stockholders with a deal we believe was
likely to fail and in doing so, severely harm your company. Any
failure of the ability to close that deal would have left us with a
damaged company whose continued business and potential for
consummating a transaction would have been significantly at risk.
�Instead, your Board chose the best transaction for ALL
stockholders�the $28 per-share, all-cash merger offered by The
Doctors Company. �Stilwell also would have you believe that he
served on our Board out of the goodness of his heart, with no
equity-based remuneration. Again, another half-truth, since he
conveniently omitted the fact that he accepted all director fees
paid in cash. �Remember that Stilwell is trying to distract SCPIE
stockholders from the fact that he owns a significant equity stake
in ACAP, and that he and his lawyer are also members of ACAP's
board of directors. While he pretends differently, Stilwell is
favoring ACAP because it's in HIS best interests�not YOUR best
interests. �SCPIE's Board unequivocally recommends and asks that
you vote FOR the merger with The Doctors Company, which is in the
best interests of ALL stockholders of SCPIE. �Ignore Stilwell's
GOLD cards, his contradictions, self-interest, half-truths and
omissions. �Vote FOR SCPIE's merger proposal by telephone, Internet
or mail today on the WHITE proxy. Time is short, so act soon to
ensure your vote is counted. If you have any questions or need
assistance with voting, please call MacKenzie Partners collect at
212/929-5500 or at 800/522-2885.� 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.
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