AmComp, an insurance holding company, has amended the merger agreement providing for the acquisition of AmCOMP by Employers Holdings.
Under the amended merger agreement, which has been approved by the boards of directors of both companies, holders of AmComp’s approximately 15 million common shares outstanding will receive a consideration of $12.15 per share in cash.
AmComp’s board of directors approved the amendment to the merger agreement in light of the terms of its settlement of outstanding excessive profits matters with the Florida Office of Insurance Regulation (Florida OIR). The Florida OIR also approved Employers’ acquisition of AmComp pursuant to the amended merger agreement.
Accordingly, in connection with the amendment to the merger agreement, Employers’ has acknowledged and agreed that neither the consent order, executed in connection with the settlement of AmComp’s excessive profits filings with the Florida OIR nor any provision, requirement, agreement or covenant contained therein will constitute a burdensome condition or company material adverse effect for any purpose under the merger agreement.
The transaction, which is subject to approval of AmComp’s stockholders and other customary closing conditions, is now expected to be completed by October 31, 2008.
Fred Lowe, chairman, president and CEO of AmCOMP, said: We believe it is in the best interest of our stockholders to settle the outstanding issues with the Florida OIR so we can proceed with the proposed merger with Employers. Our board remains committed to completing the proposed merger with Employers and has concluded that completion of the merger on the terms set forth in the amended merger agreement is in the best interest of our stockholders.