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FILED BY: PROASSURANCE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: PROFESSIONALS GROUP, INC.
COMMISSION FILE NO. 333-49378
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
CONTACT:
JOHN F. LANG
CHIEF FINANCIAL OFFICER
(517) 347-6207
PROFESSIONALS GROUP ANNOUNCES PRELIMINARY RESULTS OF PORTFOLIO
ADJUSTMENT CALCULATION FOR PROPOSED CONSOLIDATION
WITH MEDICAL ASSURANCE
OKEMOS, MICH., MAY 25, 2001 - PROFESSIONALS GROUP, INC. (NASDAQ: PICM)
-announced today that preliminary calculations show the portfolio adjustment
amount (the "Adjustment Amount") to be used in the consolidation with Medical
Assurance, Inc. is expected to fall within a range of $1.40 to $1.50 per share
if the transaction closes, as expected, before June 30, 2001.
Professionals Group and Medical Assurance, Inc. are combining to form
ProAssurance Corporation, which will be the third largest writer of medical
professional liability insurance in the country. Shareholders of Professionals
Group and Medical Assurance have been sent a Notice and Proxy allowing them to
vote on the proposed transaction at special meetings on June 25, 2001. The
proposed consolidation is subject to shareholder and final regulatory approvals.
The Adjustment Amount, which is being verified and will be updated
when final, was calculated as of April 30, 2001, the valuation date established
under terms of the consolidation agreement announced on June 23, 2000. The
Adjustment Amount represents the change in the value of Professionals Group's
portfolio assets held on December 31, 1999, through the valuation date. Should
unforeseen circumstances postpone the closing until after June 30th, the
valuation date will change and the Adjustment Amount will be recalculated.
Using the midpoint of the expected range ($1.45) as the Adjustment
Amount, Professionals Group shareholders will be eligible to receive either
$27.45 per share in cash, or $13.45 in cash and $14.00 in ProAssurance stock.
The process for establishing the Adjustment Amount and the number of shares to
be distributed in a cash and stock election is described in Professionals
Group's Proxy Statement for the June 25, 2001 shareholders' meeting.
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This news release contains forward-looking statements that involve
risks and uncertainties. The words "anticipate," "believe," "estimate,"
"expect," "intend," "will," and similar expressions are intended to identify
forward-looking statements. Such statements, which include the statements
regarding the above described consolidation and the ability of the parties to
complete it, reflect the current views of Professionals Group with respect to
future events and are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may differ materially
from those described herein. Factors that might cause such a difference include,
but are not limited to, (1) those discussed in Professionals Group's filings
with the SEC, including its Annual Report on Form 10-K/A (Amendment No. 1) for
the year ended December 31, 2000, (2) those discussed in ProAssurance's filings
with the SEC, including its Form S-4 registration statement, as amended
(Registration No. 333-49378), relating to the consolidation, and (3) the risks
and uncertainties that are inherent in any business combination such as the
above described consolidation.
A registration statement on Form S-4, as amended (Registration No.
333-49378), has been filed by ProAssurance with the SEC regarding the proposed
consolidation of Professionals Group and Medical Assurance. You are urged to
read the registration statement and the documents included or incorporated by
reference therein (including the respective Annual Reports on Form 10-K of
Professionals Group and Medical Assurance) because they contain important
information regarding the consolidation and the legal rights of security
holders. ProAssurance's registration statement, as well as other documents filed
by Professionals Group and Medical Assurance with the SEC are available from the
SEC's website (http://www.sec.gov). These documents are also available without
charge upon request to either:
Professionals Group, Inc. Medical Assurance, Inc.
2600 Professionals Drive 100 Brookwood Place
Okemos, Michigan 48864 Birmingham, Alabama 35209
Attention: Lori A. Beachnau Attention: Frank B. O'Neil
(800) 292-1036 (800) 282-6242
Corporate Profile:
Professionals Group is an insurance holding company traded under the
symbol "PICM" on the Nasdaq National Market. Professionals Group provides
professional liability insurance coverages and services to health care providers
through its wholly owned subsidiary ProNational Insurance Company. Professionals
Group owns 84% of MEEMIC Holdings, Inc. (Nasdaq listed: MEMH) that
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provides personal auto, homeowners, boat and umbrella coverages primarily for
educational employees and their families through MEEMIC Insurance Company. Both
insurance companies are rated A- (Excellent) by A.M. Best.
Press Release Fax Service:
This news release and other Professionals Group releases are available
at no charge through Professionals Group's website (www.ProfessionalsGroup.com)
and PR Newswire's Company News on-Call fax service, 800-758-5804, extension
115602.
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