ProAssurance Corp. Formed by Merger of Medical Assurance and Professionals Group

July 5, 2001

Medical Assurance Inc. and Professionals Group Inc. formally closed their consolidation on Wednesday, June 27, 2001. The merger creates the holding company ProAssurance Corporation, which will be the third largest medical professional liability insurer in the U.S.

The stock of Medical Assurance and Professional Group was de-listed from their respective exchanges after the close of trading on June 27, 2001. The stock of ProAssurance Corporation began trading on the New York Stock Exchange on Thursday, June 28, 2001. ProAssurance Vice-Chairman Victor T. Adamo celebrated the merger and listing of ProAssurance on the New York Stock Exchange by ringing the closing bell at 4:00 p.m. EDT on Friday, June 29, 2001

Under terms of the merger, each share of Medical Assurance stock will be automatically converted to one share of ProAssurance stock. Medical Assurance shareholders will not need to surrender their certificates in order to trade their shares. Professionals Group shareholders were able to choose either $27.47 per share in cash, or $13.47 in cash and .897 shares of ProAssurance stock for every share of Professionals Group stock. The deadline for delivering elections to the Exchange Agent was 5:00 p.m. EDT on Wednesday, June 27, 2001.

Final election calculations are still being completed, but preliminary calculations made immediately after the election deadline show that Professionals Group shares will be exchanged for approximately $194 million in cash and 3.34 million shares of ProAssurance stock. ProAssurance expects the cash and shares of ProAssurance stock will be distributed to Professionals Group shareholders promptly after the Exchange Agent issues its final report on Tuesday, July 3, 2001. After those shares are issued there will be approximately 25.9 million shares of ProAssurance stock outstanding.

ProAssurance is the nations’ premier risk management and claims defense company and ranks third in total medical liability premium volume. With licenses to write business in over 45 states, ProAssurance protects more than 30,000 policyholders throughout the U.S. With more than $2 billion in assets, it is one of the largest specialty liability insurance groups in America. To date, major rating agencies have not assigned a rating to ProAssurance, but they do recognize the financial strength and stability of the company’s operating subsidiaries. Standard and Poors rates the claims paying ability of Medical Assurance as “A+” and ProNational as “A-“; the rating firm of A. M. Best rates Medical Assurance subsidiary as “A” (Excellent) and the ProNational as “A-” (Excellent).

Topics Mergers

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