Merger: AIG Buying Remaining 21st Century Shares for $813 Million

May 16, 2007

American International Group, Inc. and 21st Century Insurance Group reported that AIG will acquire the 21st Century shares it does not currently own at a price of $22.00 per share in cash, for a total purchase price of approximately $813 million.

AIG already owns, through its subsidiaries, approximately 60.8% of the outstanding shares of 21st Century. Upon completion of the transaction, 21st Century will become a wholly owned subsidiary of AIG.

The 21st Century board of directors unanimously approved the merger agreement following the recommendation and approval of a special committee comprised of directors of 21st Century who are independent of AIG.

The $22.00 per share price represents a 32.6% premium over 21st Century’s closing price on January 24, 2007, the last trading day before the public announcement of AIG’s proposal to acquire the publicly held shares of 21st Century and a 39.8% premium to 21st Century’s average closing price for the twelve months prior to January 24, 2007.

The merger is expected to be completed in the third quarter of calendar year 2007, subject to customary conditions and approvals. The exact timing is dependent on the review and clearance of necessary filings with the Securities and Exchange Commission. The transaction is subject to the affirmative vote of the holders of a majority of the outstanding shares of 21st Century. AIG has agreed to vote or cause to be voted all of its and its subsidiaries’ 21st Century shares in favor of the merger.

Source: AIG
www.aig.com

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