National Atlantic Shareholders Approve Merger with Palisades in N.J.

June 24, 2008

National Atlantic Holdings Corp., parent of Proformance Insurance, reported that its shareholders have approved the proposed merger with Palisades Safety and Insurance Association of Berkley Heights, N.J.

Freehold, N.J.-based NAHC said vote totals were 72.1% in favor, 27.8% against, and 0.1% abstaining.

The transaction remains subject to New Jersey regulatory approval. The merger is not subject to a financing conditions. The closing is expected to occur in the third quarter of 2008.

Under the terms of the agreement, each outstanding share of common stock of National Atlantic will be canceled and converted into the right to receive $6.25 in cash per share.

Both insurers write only in New Jersey. The Palisades Group is the fifth largest personal automobile carrier and second largest independent agency writer of automobile insurance in New Jersey. It is a member of the Massachusetts-based Plymouth Rock group of companies.

The merger will increase the auto market share in the state for Palisades and provide its independent agents with access to product offerings beyond private passenger auto.

In addition to Proformance Insurance Co., NAHC’s subsidiaries include Mayfair Reinsurance Co., Riverview Professional Services and the National Atlantic Insurance Agency.

NAHC offers private passenger automobile, homeowners, and personal excess (umbrella) and specialty property liability coverage. For businesses, the company’s offerings include commercial general liability, and business auto, as well as claims administrative services to self-insured corporations.

National Atlantic distributes its products through independent insurance agents, who are required to become shareholders in National Atlantic in order to represent the company as an agent.

SOURCE: National Atlantic Holdings Corp.

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