ISS/Risk Metrics Recommends SCPIE Shareholders Vote for Merger with the Doctors Company
March 17 2008 - 8:15AM
Business Wire
SCPIE Holdings Inc. (NYSE:SKP), a major provider of healthcare
liability insurance, today announced that Institutional Shareholder
Services/RiskMetrics (ISS), one of the nation�s leading proxy
advisory firms, has recommended that SCPIE stockholders vote FOR
the merger agreement with The Doctors Company which provides that
all stockholders will receive $28 per share in cash. With this
recommendation, three leading independent proxy advisory firms,
ISS, Glass Lewis & Co. and PROXY Governance, Inc., have now
recommended that SCPIE stockholders support the merger with The
Doctors Company. 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, ISS
concluded: �Based on our review of SCPIE's prospects as a
standalone company, the sale process, the measures taken to handle
the conflicts of interests inherent in Joseph Stilwell�s ownership
of both ACAP and SCPIE, and the significant one-day premium, we
believe that the current offer warrants shareholder support.� In so
finding, they noted that: On Process � �We note that the company
ran a thorough auction process.� On Premium Analysis � �The Doctors
Company�s cash offer price of $28.00 per SKP share represents a
significant premium to SCPIE�s historical share price on a
pre-announcement basis.� On ACAP�s bid � �. . .when comparing the
two offers, ISS notes that ACAP�s stock offer presented several
closing and post-closing risks � [T]he Acquirer�s offer provided
the certainty of cash and the speed of a private transaction with
regard to closing. The Acquirer�s cash offer did not have the
downside risk associated with ACAP�s stock price in a stock merger.
Also, the proposed cash offer was not subject to financing
conditions �. Finally, we note that presently there is no
definitive offer by ACAP for SCPIE�s shares.� Mitchell S. Karlan
MD, Chairman of the Board of SCPIE, stated, �We are very pleased
that now three leading independent proxy advisors endorse our
proposed merger with The Doctors Company and recognize the
superiority of The Doctors Company bid. Moreover, their united
front 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.
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