SCPIE Holdings Merger with The Doctors Company Receives Endorsement of Proxy Advisory Firm
March 14 2008 - 8:15AM
Business Wire
SCPIE Holdings Inc. (NYSE:SKP), a major provider of healthcare
liability insurance, today announced that PROXY Governance, Inc., a
proxy voting advisory firm, 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, PROXY Governance said, �We note
that the final offer represents a sizeable price premium over
pre-announcement trading, with little risk of closing and strong
assurance of value, and that there is no evidence that reopening
the auction process would yield a stronger offer with similarly low
risk in the foreseeable future� On balance we support the proposed
transaction because we believe it was based on an extensive auction
process and places a fair value on the company given the
uncertainties associated with competing stock-based bids.� �We are
pleased that PROXY Governance is the second proxy advisor this week
to endorse our proposed merger with The Doctors Company,� said
Mitchell S. Karlan MD, Chairman of the Board of SCPIE. �Their
recommendation 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,
which calls for the payment of $28 per share in cash, 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.
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