Liberty Mutual to Acquire Ohio Casualty for $2.7 Billion

May 7, 2007

Boston-based Liberty Mutual Group has agreed to buy Ohio Casualty Corp. of Fairfield, Ohio, in a transaction valued at approximately $2.7 billion. Liberty Mutual will acquire all outstanding shares of common stock of Ohio Casualty for $44.00 per share in cash.

Ohio Casualty Corp, is the holding company of The Ohio Casualty Insurance Co. and five other property and casualty insurance companies, which are referred to under the marketing brand Ohio Casualty Group. Ohio Casualty Group ranks 50th among property and casualty insurers based upon net premiums written (Best’s Review, July 2006), and sells personal, commercial and bond insurance products through independent agents and brokers.

Liberty Mutual said it intends to fund the purchase with cash on hand and short-term debt; the transaction is not subject to any financing contingencies.

The proposed transaction, which has been approved by the boards of directors of both companies, is subject to approval by Ohio Casualty shareholders and customary regulatory approvals and conditions, and is expected to close in the third quarter of 2007.

Following the acquisition, Ohio Casualty will be part of Liberty Mutual Group’s Agency Markets business unit. The 11 companies in Liberty Mutual Agency Markets have more than 6,800 employees and approximately 6,500 appointed agencies. In 2006, Liberty Mutual Agency Markets’ net written premium was $5.9 billion.

Ohio Casualty, which has approximately 2,100 employees and operations in 48 states, has approximately 3,400 appointed agencies. In 2006, Ohio Casualty’s net written premium was $1.4 billion.

Ohio Casualty Group is the marketing brand for our six property/casualty insurance companies. Policies are written through the independent agency system. The oldest company, The Ohio Casualty Insurance Co., was founded in 1919.
Rated A (Excellent) for financial strength by the A.M. Best Co., Inc., the group has written premiums of approximately $1.42 billion as of Dec. 31, 2006.

Ohio Casualty Group products are marketed through approximately 3,400 independent agencies. Policies may be underwritten by The Ohio Casualty Insurance Co., West American Insurance Co., American Fire and Casualty Co., Ohio Security Insurance Co., Avomark Insurance Co. or Ohio Casualty of New Jersey, Inc.

According to Edmund F. Kelly, Liberty Mutual Group chairman, president and chief executive officer, through the addition of Ohio Casualty, the firm’ regional-company independent agency business will boast combined net written premium exceeding $7.3 billion and become “the largest regional provider of property and casualty products distributed through independent agents in the United States.”

Liberty Mutual

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