Great American Financial to Acquire Medical Business of Ceres Group

May 31, 2006

Cincinnati-based Great American Financial Resources, Inc. has announced that GAFRI has entered into an agreement with American Enterprise Mutual Holding Company through its affiliated companies whereby American Enterprise will acquire through reinsurance the major medical business of the insurance subsidiaries of Ceres Group, Inc. The acquisition will take place after completion of the merger of Ceres into GAFRI.

American Enterprise will pay an $11 million ceding commission in connection with the reinsurance. In addition, as part of the transaction, certain employees of the Ceres major medical business
will be given offers of employment with American Enterprise. On May 1, 2006, GAFRI and Ceres entered into a Merger Agreement whereby each outstanding share of common stock of Ceres will be converted into the right to receive $6.13 cash and Ceres will become a wholly-owned subsidiary of GAFRI. Completion of the transaction with American Enterprise is subject to certain conditions, including regulatory approvals and completion of the merger of Ceres into GAFRI, which is expected to occur in the third quarter of 2006.

GAFRI is a Cincinnati-based insurance holding company with $12 billion in assets. The Company’s subsidiaries include Great American Life Insurance Company, Annuity Investors Life Insurance Company, United Teacher Associates Insurance Company (headquartered in Austin, Texas) and Loyal American Life Insurance Company. Through these companies, GAFRI markets traditional fixed, indexed and variable annuities and a variety of supplemental insurance products.

Ceres Group, Inc., through its insurance subsidiaries, provides a wide
array of health and life insurance products through two primary business segments. Ceres’ Medical Segment includes major medical health insurance for individuals, families, associations and small businesses. Ceres’ nationwide distribution channels include independent and career agents, as well as electronic
distribution systems. For more information, visit httpwww.ceresgp.com.

American Enterprise Mutual Holding Company, through its affiliated
companies World Insurance Company and American Republic Insurance Company, provides health care and related services.

SOURCE Great American Financial Resources, Inc.

Topics Mergers & Acquisitions

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