American Union Issues Letter to Meridian to Meet to Discuss Transacation

September 6, 2000

American Union Insurance Co. has issued a letter to Meridian Insurance Group Inc. asking for a meeting this week to discuss amicably resolving a proposed transaction to purchase Meridian. In the letter, Gregory Shepard, chairman and president of American Union, asks Meridian president Norma Oman to meet with him in an effort to “amicably discuss this matter.”

On Thursday, August 31, 2000, American Union Insurance Company commenced a cash tender offer for all of the outstanding common stock of Meridian Insurance Group, Inc., for $20 per share, which represented a 57 percent premium based on the closing share price on August 29, 2000. The offer and its withdrawal rights will expire Sept. 29 at 5 p.m. EST unless the offer is extended. The offer is being made through a wholly owned subsidiary of American Union.

Shepard, who owns 20 percent of Meridian’s outstanding stock, has offered $135.7 million for Meridian. Meanwhile, he has also filed suit against the company in an Indiana U.S. District Court, accusing Meridian’s executive officers of “wrongful conduct” and fiduciary duty breaches per Indiana anti-takeover statutes. Shepard was rebuffed earlier this year in an effort to buy the company.

He has said, if he is successful in his purchase efforts, that he would not change Meridian’s management style or strategic plan. Instead, he would merge his six-employee operation into Meridian’s 600-employee outfit as a huge expansion.

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