CHICAGO--(BUSINESS WIRE)--
CNA Financial Corporation (“CNA Financial”) (NYSE:CNA) announced today
that an indirect wholly-owned subsidiary of CNA Financial, Surety
Acquisition Corporation (“Surety Acquisition”), has successfully
completed its previously announced tender offer for all of the
outstanding shares of CNA Surety Corporation (“CNA Surety”) common stock
not owned by CNA Financial or its subsidiaries. The tender offer expired
at 12:00 midnight, New York City time, on June 8, 2011.
Based upon information provided by Wells Fargo Bank, N.A., the
depositary for the tender offer, as of the expiration of the tender
offer, CNA Surety stockholders had validly tendered a total of
14,711,891 shares, with an additional 376,057 shares tendered by notice
of guaranteed delivery. The tendered shares (excluding shares tendered
subject to guaranteed delivery procedures) represent approximately 84%
of the outstanding shares of CNA Surety not already owned by CNA
Financial or its subsidiaries and satisfies the non-waivable
majority-of-the-minority condition to the tender offer. All shares that
were validly tendered in the tender offer have been accepted for payment.
As soon as practicable, CNA Financial will cause Surety Acquisition to
complete a short-form merger with and into CNA Surety. No vote of CNA
Surety stockholders will be required in connection with the merger. As a
result of the merger, all shares of CNA Surety common stock held by the
remaining minority stockholders of CNA Surety will be cancelled and,
subject to appraisal rights under Delaware law, converted into the right
to receive $26.55 per share in cash, without interest and less any
applicable withholding tax, the same consideration paid in the tender
offer. Following the completion of the merger, CNA Surety’s common stock
will cease to be traded on the New York Stock Exchange.
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.
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 as of the date of this press release. Further, CNA
Financial does not have any obligation to update or revise any
forward-looking statement contained in this press release, even if CNA
Financial’s expectations or any related events, conditions or
circumstances change.
Source: CNA Financial Corporation
Contact:
CNA Financial Corporation
MEDIA:
Katrina Parker, 312-822-5157
Sarah
J. Pang, 312-822-6394
ANALYSTS:
Nancy M. Bufalino, 312-822-7757
Marie
Hotza, 312-822-4278
David C. Adams, 312-822-2183