1
FILED BY: PROASSURANCE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: MEDICAL ASSURANCE, INC.
COMMISSION FILE NO. 333-49378
[MEDICAL ASSURANCE LOGO] NEWS RELEASE
For More Information Contact:
Frank B. O'Neil
Sr. Vice President, Corporate Communications
205-877-4460 * 800-282-6242 * foneil@maih.com
MEDICAL ASSURANCE ANNOUNCES PRELIMINARY RESULTS OF PORTFOLIO
ADJUSTMENT CALCULATION FOR PROFESSIONALS GROUP TRANSACTION
BIRMINGHAM, AL -- (BUSINESS WIRE) -- May 25, 2001 -- Medical Assurance, Inc.
(NYSE:MAI) announced today that preliminary calculations show the portfolio
adjustment amount (the "Adjustment Amount") to be used in the consolidation with
Professionals Group is expected to fall within a range of $1.40 to $1.50 per
share if the transaction closes, as expected, before June 30, 2001.
Medical Assurance, Inc. and Professionals Group are combining to form
ProAssurance Corporation, which will be the third largest writer of medical
professional liability insurance in the country. Shareholders of Medical
Assurance and Professionals Group have been sent a Notice and Proxy allowing
them to vote on the proposed transaction at special meetings on June 25, 2001.
The proposed consolidation is subject to shareholder and final regulatory
approvals.
The Adjustment Amount, which is being verified and will be updated when final,
was calculated as of April 30, 2001, the valuation date established under terms
of the consolidation agreement announced on June 23, 2000. The Adjustment Amount
represents the change in the value of Professionals Group's portfolio assets
held on December 31, 1999, through the valuation date. Should unforeseen
circumstances postpone the closing until after June 30th, the valuation date
will change and the Adjustment Amount will be recalculated.
Using the midpoint of the expected range ($1.45) as the Adjustment Amount,
Professionals Group shareholders will be eligible to receive either $27.45 per
share in cash, or $13.45 in cash and $14.00 in ProAssurance stock. The process
for establishing the Adjustment Amount and the number of shares to be
distributed in a cash and stock election is described in Medical Assurance's
Proxy Statement for the June 25, 2001 shareholders' meeting.
This news release contains historical information, as well as forward-looking
statements that are based upon Medical Assurance's estimates and anticipation
of future events that are subject to certain risks and uncertainties that could
cause actual results to vary materially from the expected results described in
the forward-looking statements. The Company's expectations regarding the
timing, financing, closing, and effects of the consolidation may be beyond the
Company's control and thus difficult to predict. There are numerous important
factors that could cause actual results to differ materially from those in the
forward-looking statements. The principal risk factors that may cause actual
results to differ materially from those expressed in the forward-looking
statements are described in various documents filed by Medical Assurance and
ProAssurance Corporation with the Securities and Exchange Commission, including
Medical Assurance's Form 10K for the year ended December 31, 2000 and the
ProAssurance Form S-4 Registration Statement (Registration No. 333-49378). In
view of the many uncertainties inherent in the forward-looking statements made
in this document, the inclusion of such information should not be taken as
representation by the Company or any other person that Medical Assurance's
objectives or plans will be realized.
-- more -- Page 1
2
(MEDICAL ASSURANCE LOGO) NEWS RELEASE CONTINUES
Investors and shareholders are encouraged to read the ProAssurance Registration
Statement (Registration No. 333-49378) because it contains information
regarding the consolidation and their legal rights. Investors and shareholders
can obtain a free copy of the Registration Statement from the ProAssurance
website, www.proassurance.com. The Registration Statement, as well as documents
filed by Medical Assurance with the Securities and Exchange Commission are also
available from the Securities and Exchange Commission's website at www.sec.gov.
All documents are available without charge upon request to:
Medical Assurance, Inc.
100 Brookwood Place
Birmingham, Alabama 35209
Attention: Frank B. O'Neil
205-877-4460 or 800-282-6242
Medical Assurance and its directors and officers, may be deemed to be
participants in the solicitation of proxies from the shareholders of Medical
Assurance in connection with the consolidation. Information about the directors
and officers of Medical Assurance and their ownership of Medical Assurance
common stock is set forth in Medical Assurance's Form 10K for the year ended
December 31, 2000. You can obtain a free copy of the Form 10K at the Securities
and Exchange Commission's website at www.sec.gov or by contacting Medical
Assurance at the address set forth above.
- 30 -