Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended.
Filer: ProAssurance Corporation
Subject Company: NCRIC, Inc.
Commission File No.: 0-25505
Date: February 28, 2005
This filing contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, with respect to each of
ProAssurance Corporation, NCRIC Group, Inc. and the combined company following
the proposed merger between ProAssurance and NCRIC, as well as the goals, plans,
objectives, intentions, expectations, financial condition, results of
operations, future performance and business of ProAssurance and NCRIC,
including, without limitation (i) statements relating to the benefits of the
merger, including future financial and operating results, cost savings, enhanced
revenues and the accretion to reported earnings that may be realized from the
merger, (ii) statements regarding certain of ProAssurance's and/or NCRIC's goals
and expectations with respect to earnings, earnings per share, revenue, expenses
and the growth rate in such items, as well as other measures of economic
performance, and (iii) statements preceded by, followed by or that include the
words "anticipate", "believe", "estimate", "expect", "hopeful", "intend", "may"
"optimistic", "preliminary", "project", "should", "will" and similar expressions
which are intended to identify these forward-looking statements or similar
expressions. These statements are based upon the current beliefs and
expectations of ProAssurance's and NCRIC's management and actual results may
differ from those set forth in the forward-looking statements. These
forward-looking statements are subject to significant risks, assumptions and
uncertainties (many of which are beyond ProAssurance's and NCRIC's control),
including, among other things, the following important factors that could affect
the actual outcome of future events:
Relating to ProAssurance's proposed transaction with NCRIC:
o The business of ProAssurance and NCRIC may not be combined successfully, or
such combination may take longer to accomplish than expected;
o the cost savings from the merger may not be fully realized or may take
longer to realize than expected;
o operating costs, customer loss and business disruption following the
merger, including adverse effects on relationships with employees, may be
greater than expected;
o governmental approvals of the merger may not be obtained, or adverse
regulatory conditions may be imposed in connection with governmental
approvals of the merger;
o there may be restrictions on our ability to achieve continued growth
through expansion into other states or through acquisitions or business
combinations; and
o the stockholders of NCRIC may fail to approve the merger.
Relating to the ongoing operations of the combined companies:
o General economic conditions, either nationally or in our market area, that
are worse than expected;
o regulatory and legislative actions or decisions that adversely affect our
business plans or operations;
o price competition;
o inflation and changes in the interest rate environment, the performance of
financial markets and/or changes in the securities markets that adversely
affect the fair value of our investments or operations;
o changes in laws or government regulations affecting medical professional
liability insurance and practice management and financial services;
o changes to our ratings assigned by A.M. Best;
o the effect of managed healthcare;
o uncertainties inherent in the estimate of loss and loss adjustment expense
reserves and reinsurance, and changes in the availability, cost, quality,
or collectibility of reinsurance;
o significantly increased competition among insurance providers and related
pricing weaknesses in some markets;
o changes in accounting policies and practices, as may be adopted by our
regulatory agencies and the Financial Accounting Standards Board; and
o changes in our organization, compensation and benefit plans.
Additional factors that may cause ProAssurance's and/or NCRIC's results to
differ materially from those described in the forward-looking statements can be
found in ProAssurance's and NCRIC's Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All
subsequent written and oral forward-looking statements concerning NCRIC or the
proposed merger or other matters and attributable to ProAssurance or any person
acting on its behalf are expressly qualified in their entirety by the cautionary
statements above. ProAssurance and NCRIC do not undertake any obligation to
update any forward-looking statement, whether written or oral, relating to the
matters discussed in this filing.
We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and wish to
advise readers that the factors listed above could affect our financial
performance and could cause actual results for future periods to differ
materially from any opinions or statements expressed with respect to future
periods in any current statements. We do not undertake and specifically decline
any obligation to publicly release the result of any revisions that may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.
The proposed transaction will be submitted to NCRIC's stockholders for their
consideration. ProAssurance and NCRIC will file with the SEC a registration
statement and a proxy statement/prospectus and other relevant documents
concerning the proposed transaction. Stockholders of NCRIC are urged to read the
registration statement and the proxy statement/prospectus when it becomes
available and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, as they will contain important
information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
ProAssurance and NCRIC, at the SEC's Internet site (http://www.sec.gov). Copies
of the proxy statement/prospectus and the SEC filings that will be incorporated
by reference in the proxy statement/prospectus can also be obtained, without
charge, by directing a request to Frank B. O'Neil, Senior Vice President,
Corporate Communications, ProAssurance Corporation, 100 Brookwood Place,
Birmingham, Alabama 35209, tel: (205) 877-4461 or to Eric Anderson, Senior Vice
President, Investor Relations, NCRIC, Inc., 1115 30th Street, N.W., Washington,
D.C. 20007, tel: (202) 969-3102.
NCRIC, Inc. and its respective directors and executive officers, may be deemed
to be participants in the solicitation of proxies from the stockholders of NCRIC
in connection with the merger. Information about the directors and executive
officers of NCRIC and their ownership of NCRIC common stock is set forth in the
proxy statement, dated May 7, 2004, for NCRIC's 2004 annual meeting of
stockholders, as filed with the SEC. Additional information regarding the
interests of these participants and other persons who may be deemed participants
in the transaction may be obtained by reading the proxy statement/prospectus
regarding the proposed merger when it becomes available. You may obtain free
copies of these documents as described in the preceding paragraph.
THE FOLLOWING IS A PRESS RELEASE ISSUED BY PROASSURANCE ON
FEBRUARY 28, 2005
SUMMARY
ProAssurance Corporation and NCRIC Group, Inc. announce that NCRIC will be
merged into ProAssurance in a proposed stock-for-stock transaction that values
NCRIC at $10.10 per share, based on the closing price of ProAssurance common
stock on Friday, February 25, 2005. The transaction will expand ProAssurance's
mid-Atlantic operations in key states that meet its growth and return goals.
ProAssurance expects the transaction to be accretive to both book value and
earnings per share in 2005.
NCRIC to Merge into ProAssurance in a Stock Transaction
BIRMINGHAM, Ala. & WASHINGTON, D.C.--(BUSINESS WIRE)--Feb. 28,
2005--ProAssurance Corporation (NYSE: PRA) and NCRIC Group, Inc.
(NASDAQ: NCRI):
SUMMARY
ProAssurance Corporation and NCRIC Group, Inc. announce that NCRIC
will be merged into ProAssurance in a proposed stock-for-stock
transaction that values NCRIC at $10.10 per share, based on the
closing price of ProAssurance common stock on Friday, February 25,
2005. The transaction will expand ProAssurance's mid-Atlantic
operations in key states that meet its growth and return goals.
ProAssurance expects the transaction to be accretive to both book
value and earnings per share in 2005.
ProAssurance Corporation (NYSE: PRA) and NCRIC Group, Inc.
(NASDAQ: NCRI) announced today an agreement to merge NCRIC into
ProAssurance in a $69.6 million, all-stock transaction which values
NCRIC at $10.10 per share based on the closing price of ProAssurance
common stock on Friday, February 25, 2005.
Under the terms of the agreement each holder of common stock of
NCRIC will have the right to receive 0.25 of a share of ProAssurance
common stock for each share of NCRIC common stock. This exchange ratio
is subject to adjustment in the event that the market price of the
ProAssurance stock prior to the closing either exceeds $44 or is less
than $36 such that the exchange ratio would then be adjusted such that
the value per NCRIC share would neither exceed $11 nor be less than
$9, respectively. The transaction is subject to required regulatory
approvals and a vote of NCRIC stockholders and is expected to close
early in the third quarter of 2005.
"The foundation of ProAssurance and our successor organizations is
built on identifying and successfully integrating companies that
strengthen our ability to expand our existing business," said A.
Derrill Crowe, M.D., the Chairman and CEO of ProAssurance. He praised
NCRIC's dominant market position and successful operations in its home
market of Washington, D.C., and added that NCRIC's presence in
Delaware and Virginia will make it a valuable addition to the
ProAssurance family of insurance companies. He said, "NCRIC is the
largest writer in Delaware and one of the top four writers in
Virginia. ProAssurance had already targeted both states for growth, so
we have an understanding of the market and we think this transaction
will give us an important boost."
ProAssurance President and COO, Victor T. Adamo, said the Company
had conducted extensive due diligence with NCRIC's cooperation, with a
particular focus on NCRIC's loss reserves, their physician-focused
operating model, and the prospective profitability of their book of
business. He said, "NCRIC is today announcing actions to strengthen
their loss reserves. We believe this brings them to a level of
adequacy comparable to that of ProAssurance. Because NCRIC's
operational and financial goals are similar to those of ProAssurance,
we believe they will fit into our operating model with minimal
disruption for either organization."
Dr. Crowe added, "NCRIC has a solid reputation for customer
service and advocacy that's much like ours. We plan to build on that
foundation as we apply ProAssurance's operating philosophy to ensure
our long-term success in those markets."
R. Ray Pate, Jr., President and CEO of NCRIC commented that "the
affiliation with ProAssurance will provide significant benefits to our
stockholders, policyholders and staff, including enhanced liquidity
and added financial strength to better withstand the volatility
inherent in our business."
Nelson P. Trujillo, M.D., Chairman of NCRIC further stated that
"Our policyholders have always counted on NCRIC to stand behind them
and we believe this transaction will allow us to continue to fulfill
that promise. We think ProAssurance is a model for combining
policyholder advocacy, balance sheet strength and financial
performance to ensure long-term success."
The proposed transaction would add $87.2 million in gross written
premiums to ProAssurance's Professional Liability segment and increase
ProAssurance's assets by $292.9 million, based on NCRIC's unaudited
2004 results. NCRIC's stockholders' equity is $72.0 and its tangible
stockholders' equity is $64.7 million. ProAssurance expects the
transaction to be accretive to book value per share in 2005. The
transaction should also be accretive to earnings per share and will be
accounted for under the rules of purchase accounting.
ProAssurance's Board is being advised by Cochran, Caronia & Co.
and the Board of NCRIC is being advised by Sandler O'Neill & Partners,
L.P. The Boards of both companies have approved the transaction, which
is subject to ratification only by NCRIC stockholders. NCRIC's Board
has recommended that their stockholders approve the consolidation. The
transaction is also subject to regulatory approvals.
The proposed transaction will be submitted to NCRIC's stockholders
for their consideration. ProAssurance and NCRIC will file with the SEC
a registration statement and a proxy statement/prospectus and other
relevant documents concerning the proposed transaction. Stockholders
of NCRIC are urged to read the registration statement and the proxy
statement/prospectus when they become available and any other relevant
documents filed with the SEC, as well as any amendments or supplements
to those documents, as they will contain important information.
You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information
about ProAssurance and NCRIC, at the SEC's Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the
SEC filings that will be incorporated by reference in the proxy
statement/prospectus can be obtained, without charge, by directing a
request to Frank B. O'Neil, Senior Vice President, Corporate
Communications, ProAssurance Corporation, 100 Brookwood Place,
Birmingham, Alabama 35209, tel: (205) 877-4461 or to Eric Anderson,
Senior Vice President, Investor Relations, NCRIC Group, Inc., 1115
30th Street, N.W., Washington, D.C. 20007, tel: (202) 969-3102.
NCRIC Group, Inc. and its respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies from the stockholders of NCRIC in connection with the proposed
merger. Information about the directors and executive officers of
NCRIC and their ownership of NCRIC common stock is set forth in the
proxy statement, dated April 2, 2004, for NCRIC's 2004 annual meeting
of stockholders, as filed with the SEC.
Conference Call
ProAssurance Corporation will participate with NCRIC's management
in a conference call scheduled for Monday, February 28, 2005 at 9:30
AM ET. Investors who wish to participate may do so by dialing (800)
406-5356 or (913) 981-5572, and giving passcode 1434317. The call will
also be webcast in a listen-only format through the Investor Relations
sections of both company's websites, NCRIC.com and ProAssurance.com,
as well through StreetEvents.com. A telephone replay will be available
through March 11, 2005 at (888) 203-1112 or (719) 457-0820, using
passcode 1434317. The webcast will also be archived and replays will
be available through March 15, 2005 on the Investor Relations section
the websites of both companies.
About ProAssurance
ProAssurance is a specialty insurer with more than $3.2 billion in
assets and almost $790 million in gross written premiums. As the
nation's fourth largest writer of medical professional liability
insurance, our principal professional liability subsidiaries, The
Medical Assurance Company, Inc., ProNational Insurance Company, and
Red Mountain Casualty Insurance Company, Inc., are recognized leaders
in developing solutions which serve the needs of the evolving health
care industry. We are the tenth largest writer of personal auto
coverage in Michigan through our subsidiary, MEEMIC Insurance Company.
A.M. Best assigns a rating of "A-" (Excellent) to ProAssurance and
our principal professional liability subsidiaries and MEEMIC, Standard
& Poor's assigns our principal professional liability carriers a
rating of "A-" ("Strong"), and Fitch assigns a rating of "A-" to our
subsidiaries The Medical Assurance Company, ProNational Insurance
Company and MEEMIC Insurance Company.
About NCRIC Group
NCRIC is a healthcare financial services organization that assists
individual physicians and groups of physicians in managing their
practices by providing medical professional liability insurance,
practice management and financial services, and employee benefits plan
design and pension administration. In addition to its headquarters in
Washington, D.C., NCRIC has offices in Wilmington, Delaware;
Greensboro, North Carolina; Richmond and Lynchburg, Virginia; and
Charleston, West Virginia. NCRIC provides services to more than 4,700
physician clients.
Caution Regarding Forward-Looking Statements
This news release contains historical information as well as
forward-looking statements that are based upon our 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
words "anticipate," "believe," "estimate," "expect," "hopeful,"
"intend," "may," "optimistic," "preliminary," "project," "should,"
"will," and similar expressions are intended to identify these
forward-looking statements. There are numerous important factors that
could cause our actual results to differ materially from those in the
forward-looking statements. Thus, sentences and phrases that we use to
convey our view of future events and trends are expressly designated
as Forward-Looking Statements as are sections of this news release
clearly identified as giving our outlook on future business. 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 we file with the Securities and
Exchange Commission, including Form 10K for the year ended December
31, 2003 and Form 10Q for the most recent quarter.
These forward-looking statements are subject to significant risks,
assumptions and uncertainties, including, among other things, the
following important factors that could affect the actual outcome of
future events:
Relating to the ongoing operations of the combined companies:
-- General economic conditions, either nationally or in our
market area, that are worse than expected;
-- regulatory and legislative actions or decisions that adversely
affect our business plans or operations;
-- price competition;
-- inflation and changes in the interest rate environment the
performance of financial markets and/or changes in the
securities markets that adversely affect the fair value of our
investments or operations;
-- changes in laws or government regulations affecting medical
professional liability insurance and practice management and
financial services;
-- changes to our ratings assigned by A.M. Best;
-- the effect of managed healthcare;
-- uncertainties inherent in the estimate of loss and loss
adjustment expense reserves and reinsurance; and changes in
the availability, cost, quality, or collectibility of
reinsurance;
-- significantly increased competition among insurance providers
and related pricing weaknesses in some markets.
-- changes in accounting policies and practices, as may be
adopted by our regulatory agencies and the Financial
Accounting Standards Board; and
-- changes in our organization, compensation and benefit plans.
Relating to the proposed transaction with NCRIC:
-- The business of ProAssurance and NCRIC may not be combined
successfully, or such combination may take longer to
accomplish than expected;
-- the cost savings from the merger may not be fully realized or
may take longer to realize than expected;
-- operating costs, customer loss and business disruption
following the merger, including adverse effects on
relationships with employees, may be greater than expected;
-- governmental approvals of the merger may not be obtained, or
adverse regulatory conditions may be imposed in connection
with governmental approvals of the merger;
-- restrictions on our ability to achieve continued growth
through expansion into other states or through acquisitions or
business combinations; and
-- the stockholders of NCRIC may fail to approve the merger.
We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and
wish to advise readers that the factors listed above could affect our
financial performance and could cause actual results for future
periods to differ materially from any opinions or statements expressed
with respect to future periods in any current statements. We do not
undertake and specifically decline any obligation to publicly release
the result of any revisions that may be made to any forward-looking
statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or
unanticipated events.
CONTACT: ProAssurance Corporation
Frank B. O'Neil, 205-877-4460 or 800-282-6242
Email: foneil@ProAssurance.com
or
NCRIC Group
Eric R. Anderson, 202-969-3102 or 800-613-3615
Email: anderson@NCRIC.com