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Filed by: ProAssurance Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Medical Assurance, Inc.
Commission File No. 333-49378
[MEDICAL ASSURANCE LOGO] NEWS RELEASE
For More Information Contact:
Frank B. O'Neil
Sr. Vice President, Corporate Communications
205-877-4460 o 800-282-6242 o foneil@maih.com
MEDICAL ASSURANCE ESTABLISHES SHARE EXCHANGE RATIO FOR PROFESSIONALS GROUP
TRANSACTION
BIRMINGHAM, AL -- (BUSINESS WIRE) -- June 25, 2001 -- Medical Assurance, Inc.
(NYSE:MAI) announced today that the share exchange ratio to be used in the
"Combination Election" in its transaction with Professionals Group will be .897
shares of ProAssurance Corporation (NYSE:PRA) for each share of Professionals
Group (NASDAQ:PICM). The exchange ratio was fixed using the average closing
price of Medical Assurance's shares over the twenty trading days ending at the
close of trading today, which was $15.61.
Medical Assurance and Professionals Group are consolidating to form ProAssurance
Corporation, a new holding company with insurance operations centered around The
Medical Assurance Company, Inc., ProNational Insurance Company and MEEMIC
Insurance Company. The transaction is expected to close, as scheduled, on
Wednesday, June 27th. The newly formed company, ProAssurance Corporation, will
begin trading on the New York Stock Exchange on Thursday, June 28th under the
symbol PRA.
Shareholders of Professionals Group may choose either the Combination Election
of $13.47 in cash and .897 of a share of ProAssurance stock, or the Cash
Election of $27.47, for each share of Professionals Group stock they own.
Shareholders have until 5:00 PM EDT on Wednesday, June 27th to deliver their
elections to Mellon Investor Services at the address specified in the Proxy
Statement.
This news release contains historical information, as well as forward-looking
statements that are based upon Medical Assurance's estimates and anticipation of
future events that are subject to certain risks and uncertainties that could
cause actual results to vary materially from the expected results described in
the forward-looking statements. The Company's expectations regarding the timing,
financing, closing, and effects of the consolidation may be beyond the Company's
control and thus difficult to predict.
There are numerous important factors that could cause actual results to differ
materially from those in the forward-looking statements. The principal risk
factors that may cause actual results to differ materially from those expressed
in the forward-looking statements are described in various documents filed by
Medical Assurance and ProAssurance Corporation with the Securities and Exchange
Commission, including Medical Assurance's Form 10K for the year ended December
31, 2000 and the ProAssurance Form S-4 Registration Statement (Registration No.
333-49378).
In view of the many uncertainties inherent in the forward-looking statements
made in this document, the inclusion of such information should not be taken as
representation by the Company or any other person that Medical Assurance's
objectives or plans will be realized.
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[MEDICAL ASSURANCE LOGO] NEWS RELEASE CONTINUES
Investors and shareholders are encouraged to read the ProAssurance Registration
Statement (Registration No. 333-49378) because it contains information regarding
the consolidation and their legal rights. Investors and shareholders can obtain
a free copy of the Registration Statement from the ProAssurance website,
www.proassurance.com. The Registration Statement, as well as documents filed by
Medical Assurance with the Securities and Exchange Commission are also available
from the Securities and Exchange Commission's website at www.sec.gov. All
documents are available without charge upon request to:
Medical Assurance, Inc.
100 Brookwood Place
Birmingham, Alabama 35209
Attention: Frank B. O'Neil
205-877-4460 or 800-282-6242