Proxy Advisors' Endorsement of SCPIE Holdings Merger with The Doctors Company is Unanimous
March 17 2008 - 2:55PM
Business Wire
SCPIE Holdings Inc. (NYSE:SKP), a major provider of healthcare
liability insurance, today announced that Egan-Jones joined ISS,
Glass Lewis, and PROXY Governance in recommending 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, Egan-Jones concluded, �Based on
our review of publicly available information on strategic,
corporate governance and financial aspects of the proposed all-cash
merger between SCPIE Holdings and The Doctors Company, Egan-Jones
views the proposed all-cash merger to be a desirable approach in
maximizing shareholder value and recommends that clients holding
common shares of SCPIE Holdings Inc. vote FOR this proposal on the
WHITE proxy card provided by the management.� Mitchell S. Karlan
MD, Chairman of the Board of SCPIE, stated, �We are pleased that
all four of the leading proxy advisors endorse our proposed merger
with The Doctors Company and recognize the competitive sales
process we underwent to achieve maximum value for our stockholders.
Furthermore, their unanimous conclusions confirm 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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