Gregory M. Shepard today announced a second extension of the expiration date of the tender offer made by himself and his wholly owned subsidiary, STFC Acquisition Corp., for 8 million shares of Columbus, Ohio-based insurer State Auto Financial Corp. for $32.00 per share in cash.
The tender offer made on Aug. 20, 2003 was to have expired at 5 p.m. EST on Friday, Oct. 17, 2003. On Oct. 20, 2003, Shepard extended the offer until Dec. 12, 2003. Shepard is now extending the offer until 5 p.m. EST on Friday, February 13, 2004.
Shepard has been advised by Mellon Investor Services LLC, the depositary for the tender offer, that as of the close of business on Dec. 12, 2003, approximately 3,723,000 shares of State Auto Financial Corporation common stock have been validly tendered and not withdrawn pursuant to the offer (including approximately 57,934 shares of State Auto Financial Corp. tendered pursuant to notice of guaranteed delivery).
This additional extension of the tender offer is necessary to permit a State Auto stockholders’ meeting to be called and held. Under Ohio Revised Code 1701.831, a stockholders’ meeting is required to be called by State Auto so that stockholders may consider and approve the transaction.
State Auto has not yet called the stockholders’ meeting because it perceives Shepard’s offer as illusory, notwithstanding Shepard’s claims that he has provided a highly confident letter from a respected banker for up to $300 million in financing. One reason why State Auto perceives Shepard’s offer to be illusory is because the financing requires State Auto Mutual, the parent of State Auto Financial Corp., to issue surplus notes.
Topics Auto
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