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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
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For More Information Contact:
Frank B. O'Neil
Sr. Vice President, Corporate Communications
205-877-4460 - 800-282-6242 - foneil@maih.com
MEDICAL ASSURANCE SHAREHOLDERS APPROVE TRANSACTION WITH PROFESSIONALS GROUP
BIRMINGHAM, AL -- (BUSINESS WIRE) -- June 25, 2001 -- Shareholders of Medical
Assurance, Inc. (NYSE:MAI) have overwhelmingly approved the Company's planned
consolidation with Professionals Group (NASDAQ:PICM), under a new holding
company, ProAssurance Corporation (NYSE:PRA). The transaction received support
from more than 99% of the shareholders casting their ballots at a special
meeting today. Professionals Group shareholders also voted overwhelmingly in
favor of the consolidation at a separate meeting.
The insurance operations of the new organization, centered around The Medical
Assurance Company, Inc., ProNational Insurance Company and MEEMIC Insurance
Company, will continue to serve their customers from existing office locations.
Medical Assurance's Chairman and President A. Derrill Crowe, M.D., who will
serve as Chairman and Chief Executive Officer of ProAssurance, said, "We've been
working towards this day for many months and we're excited to be able to put our
plans into action. Despite the challenges that exist in the medical malpractice
segment of the insurance market, I believe ProAssurance has significant
opportunities in the years ahead. We expect to emerge from this market cycle in
a leading position in our niche." MEEMIC will continue as the leading provider
of personal automobile insurance and related products to educators in the state
of Michigan.
Professionals Group President Victor T. Adamo, Esq. will be ProAssurance's
Vice-Chairman, President and Chief Operating Officer. He said the combined
management team has set very high expectations for the new company, "We will
retain the customer-focused heritage that has been the hallmark of both Medical
Assurance and Professionals Group. By remaining customer focused, we'll be in a
position to deliver the kind of responsive service they expect, and the results
our shareholders expect as well."
CLOSING TIMETABLE
Today's approvals will allow the merger 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.
Under terms of the consolidation, Professionals Group shareholders are eligible
to elect either $27.47 per share in cash, or $13.47 in cash and shares of
ProAssurance stock. The number of shares of ProAssurance stock to be distributed
for each share of Professionals Group stock will be fixed after the close of
trading today, in accordance with procedures described in Medical Assurance's
Proxy Statement for today's shareholders' meeting. The exchange ratio will be
announced in a separate news release. Professionals Group shareholders have
until 5:00 pm EDT on Wednesday, June 27th, to deliver their elections to Mellon
Investor Services at the address specified in the Proxy Statement.
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[MEDICAL ASSURANCE LOGO] NEWS RELEASE CONTINUES
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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.
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
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