CHICAGO--(BUSINESS WIRE)--
CNA Financial Corporation (NYSE: CNA) and CNA Surety Corporation (NYSE:
SUR) announced today that an indirect wholly-owned subsidiary of CNA
Financial, Surety Acquisition Corporation, has commenced the previously
announced tender offer to acquire all of the outstanding shares of CNA
Surety common stock not currently owned by CNA Financial or its
subsidiaries for $26.55 per share in cash without interest.
CNA Financial and CNA Surety announced on April 21, 2011 the signing of
a definitive merger agreement pursuant to which CNA Financial’s
subsidiary, Surety Acquisition Corporation, would commence a tender
offer for CNA Surety’s public shares. The terms of the merger agreement
were approved by the board of directors of CNA Surety, following the
recommendation and approval of a Special Committee consisting of CNA
Surety’s three independent and disinterested directors. The Special
Committee recommends that CNA Surety stockholders tender their shares
pursuant to the tender offer.
The tender offer and withdrawal rights are scheduled to expire at 12:00
midnight, New York City time, on June 8, 2011, unless the tender offer
is extended or earlier terminated in accordance with the terms of the
merger agreement and the applicable rules and regulations of the
Securities and Exchange Commission (SEC). In addition to customary
conditions, the tender offer is subject to a non-waivable
“majority-of-the-minority” condition that there shall have been validly
tendered and not withdrawn prior to the expiration of the offer a number
of shares of CNA Surety representing at least a majority of the
outstanding shares of CNA Surety not owned by CNA Financial and its
subsidiaries and certain related persons. The tender offer is not
subject to a financing condition. Assuming the tender offer is
completed, subject to the terms and conditions of the merger agreement,
CNA Financial intends to consummate a second-step merger pursuant to
which non-tendering holders of CNA Surety common stock would be entitled
to receive cash equal to the $26.55 offer price per share.
J.P. Morgan Securities LLC is the Dealer Manager and Innisfree M&A
Incorporated is the Information Agent for the tender offer.
About CNA
Serving businesses and professionals since 1897, CNA is the country’s
seventh largest commercial insurance writer and the 13th
largest property and casualty company. CNA's insurance products include
standard commercial lines, specialty lines, surety, marine and other
property and casualty coverages. CNA's services include risk management,
information services, underwriting, risk control and claims
administration. For more information, please visit CNA at www.cna.com.
CNA is a registered trademark of CNA Financial Corporation.
About CNA Surety
CNA Surety Corporation is the largest publicly traded surety company in
the country. Through its principal subsidiary, Western Surety Company,
CNA Surety provides surety and fidelity bonds in all 50 states through a
combined network of approximately 37,000 independent agencies. CNA
Surety’s Securities and Exchange Commission (“SEC”) filings are
available at www.sec.gov
or visit us at www.cnasurety.com
for a direct link to the SEC website.
Additional Information and Where to Find It
This press release is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell
CNA Surety common stock. CNA Surety stockholders and other interested
parties are advised to read the Tender Offer Statement on Schedule TO,
the Transaction Statement on Schedule 13E-3, the Offer to Purchase, the
Letter of Transmittal, CNA Surety 's Solicitation/Recommendation
Statement on Schedule 14D-9 and other documents relating to the tender
offer that have been or will be filed with the SEC when they become
available because they will contain important information regarding the
tender offer. Anyone may obtain copies of these documents when available
for free at the SEC's website at www.sec.gov,
or by calling Innisfree M&A Incorporated, the Information Agent for the
tender offer, toll free at 1-877-717-3930.
Forward-Looking Statement
This press release may include statements which relate to anticipated
future events (forward-looking statements) rather than actual present
conditions or historical events. These statements generally include
words such as "believes", "expects", "intends", "anticipates",
"estimates", and similar expressions. Forward-looking statements, by
their nature, are subject to a variety of inherent risks and
uncertainties that could cause actual results to differ materially from
the results projected. Many of these risks and uncertainties cannot be
controlled by CNA Financial or CNA Surety. For a detailed description of
other risks and uncertainties affecting CNA Financial and CNA Surety,
please refer to CNA Financial’s filings with the SEC, available at www.cna.com,
and CNA Surety’s filings with the SEC, available at www.cnasurety.com.
Any forward-looking statements made in this press release are made by
CNA Financial and CNA Surety as of the date of this press release.
Further, CNA Financial and CNA Surety do not have any obligation to
update or revise any forward-looking statement contained in this press
release, even if CNA Financial’s or CNA Surety’s expectations or any
related events, conditions or circumstances change.
Source: CNA Financial Corporation
Contact:
MEDIA (CNA):
Sarah J. Pang, 312/822-6394
or
CNA SURETY
SPECIAL COMMITTEE:
Joele Frank or Meaghan Repko
Joele Frank,
Wilkinson Brimmer Katcher
212/355-4449
or
ANALYSTS (CNA):
Nancy
M. Bufalino, 312/822-7757
Marie Hotza, 312/822-4278
David C.
Adams, 312/822-2183
or
ANALYSTS (CNA SURETY):
John
Corcoran, 312/822-1371