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FILED BY: PROASSURANCE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: PROFESSIONALS GROUP, INC.
COMMISSION FILE NO. 333-49378
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
CONTACT:
JOHN F. LANG
CHIEF FINANCIAL OFFICER
(517) 347-6207
PROFESSIONALS GROUP ESTABLISHES EXCHANGE RATIO FOR
MEDICAL ASSURANCE TRANSACTION
OKEMOS, MICH., JUNE 25, 2001 - PROFESSIONALS GROUP, INC. (NASDAQ: PICM)
-announced today that the share exchange ratio to be used in the "Combination
Election" in its transaction with Medical Assurance will be .897 shares of
ProAssurance Corporation (NYSE:PRA) common stock for each share of Professionals
Group common stock. The exchange ratio was fixed using the average closing price
of Medical Assurance's shares over the twenty trading days ending at the close
of trading today, which was $15.61.
Professionals Group and Medical Assurance are consolidating to form
ProAssurance Corporation, a new holding company with insurance operations
centered around ProNational Insurance Company, Medical Assurance Company and
MEEMIC Insurance Company. The transaction is expected to close, as scheduled, on
Wednesday, June 27th. The newly formed company, ProAssurance Corporation, will
begin trading on the New York Stock Exchange on Thursday, June 28th under the
symbol PRA.
Shareholders of Professionals Group may choose either the Combination
Election of $13.47 in cash and .897 of a share of ProAssurance stock, or the
Cash Election of $27.47, for each share of Professionals Group stock they own.
Shareholders have until 5:00 PM EDT on the date the consolidation is closed to
deliver their elections to the Exchange Agent, Mellon Investor Services, at 85
Challenger Road - Mail Drop - Reorg., Ridgefield Park, New Jersey, 07660,
Attention: Reorganization Department. The consolidation is currently scheduled
to close on June 27, 2001.
This news release contains forward-looking statements that involve
risks and uncertainties. The words "anticipate," "believe," "estimate,"
"expect," "intend," "will," and similar expressions are intended to identify
forward-looking statements. Such statements, which include the statements
regarding the above described consolidation and the ability of the parties to
complete it, reflect the current views of Professionals Group with respect to
future events and are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may differ materially
from those described herein. Factors that might cause such a difference include,
but are not limited to, (1) those discussed in Professionals Group's filings
with the SEC, including its Annual Report on Form 10-K/A (Amendment No. 1) for
the year ended December 31, 2000, (2) those discussed in ProAssurance's filings
with the SEC, including its Form S-4 registration statement, as amended
(Registration No. 333-49378), relating to the consolidation, and (3) the risks
and uncertainties that are inherent in any business combination such as the
above described consolidation.
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A registration statement on Form S-4, as amended (Registration No.
333-49378), has been filed by ProAssurance with the SEC regarding the proposed
consolidation of Professionals Group and Medical Assurance. You are urged to
read the registration statement and the documents included or incorporated by
reference therein (including the respective Annual Reports on Form 10-K of
Professionals Group and Medical Assurance) because they contain important
information regarding the consolidation and the legal rights of security
holders. ProAssurance's registration statement, as well as other documents filed
by Professionals Group and Medical Assurance with the SEC are available from the
SEC's website (http://www.sec.gov). These documents are also available without
charge upon request to either:
Professionals Group, Inc. Medical Assurance, Inc.
2600 Professionals Drive 100 Brookwood Place
Okemos, Michigan 48864 Birmingham, Alabama 35209
Attention: Lori A. Beachnau Attention: Frank B. O'Neil
(800) 292-1036 (800) 282-6242
Corporate Profile:
Professionals Group is an insurance holding company traded under the
symbol "PICM" on the Nasdaq National Market. Professionals Group provides
professional liability insurance coverages and services to health care providers
through its wholly owned subsidiary ProNational Insurance Company. Professionals
Group owns 84% of MEEMIC Holdings, Inc. (Nasdaq listed: MEMH) that provides
personal auto, homeowners, boat and umbrella coverages primarily for educational
employees and their families through MEEMIC Insurance Company. Both insurance
companies are rated A- (Excellent) by A.M. Best.
Press Release Fax Service:
This news release and other Professionals Group releases are available
at no charge through Professionals Group's website (www.ProfessionalsGroup.com)
and PR Newswire's Company News on-Call fax service, 800-758-5804, extension
115602.
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