M&A - PROASSURANCE CORP

Form Type: DEFA14A

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: New

Accession Number: 000187524625000027

Filing Summary: ProAssurance Corporation is in the process of being acquired by The Doctors Company, a California-based inter-insurance exchange, under an Agreement and Plan of Merger dated March 19, 2025. The transaction value is approximately $1.3 billion, with TDC offering $25.00 per share in cash for ProAssurance stock. The acquisition is expected to close in the first half of 2026, subject to regulatory approvals and other conditions, including a shareholder vote. ProAssurance's current employees will see certain benefits maintained for 12 months post-acquisition, with detailed integration plans to be communicated as approvals are obtained. Communications to employees about the transaction have begun, including providing answers to FAQs related to the merger and employee benefits. Regular updates on the merger and integration will be disseminated throughout the process.

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Form Type: DEF 14A

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000187524625000023

Filing Summary: ProAssurance Corporation is preparing for its Annual Meeting of Stockholders scheduled for May 21, 2025. The agenda includes the election of three Class III directors to serve until the 2028 annual meeting and the ratification of Ernst & Young LLP as independent auditors. Additionally, there will be an advisory vote on the compensation of named executive officers. A separate special meeting will be held to vote on the proposed acquisition of ProAssurance by The Doctors Company, as outlined in a distinct merger agreement dated March 19, 2025. This proposal is not part of the upcoming annual meeting agenda but will be addressed in a future proxy statement to be filed with the SEC. The meeting is set to start at 9:00 a.m. CDT at ProAssurance's headquarters in Birmingham, Alabama. A record date of March 24, 2025, has been established for stockholders eligible to vote at the meeting, with detailed documents including the Annual Report and proxy materials available online and via traditional mail.

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Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000187524625000017

Filing Summary: On March 19, 2025, ProAssurance Corporation and The Doctors Company entered into a Merger Agreement where ProAssurance will merge with Jackson Acquisition Corporation, a wholly owned subsidiary of The Doctors Company. Following this Merger, ProAssurance will become a wholly owned subsidiary of The Doctors Company. Each share of ProAssurance Common Stock will be converted into the right to receive $25.00 in cash. Restricted stock units, performance shares, and deferred compensation accounts will also convert to cash based on the Merger Consideration. ProAssurance’s Board approved the Merger and will hold a special meeting for stockholders to vote on it. ProAssurance will continue to conduct its business normally pending the merger and has made covenants regarding not engaging in competing offers. Termination rights and fees of $52.6 million have been stipulated if the merger is not finalized by September 19, 2026, unless caused by a party's obligations.

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Form Type: 8-K

Filing Date: 2025-03-19

Corporate Action: Merger

Type: New

Accession Number: 000187524625000012

Filing Summary: On March 19, 2025, ProAssurance Corporation announced the execution of a Merger Agreement with The Doctors Company and Jackson Acquisition Corporation. Under the terms of the agreement, Jackson Acquisition Corporation will merge with ProAssurance Corporation, making ProAssurance a wholly owned subsidiary of The Doctors Company. The announcement includes a forward-looking statements section addressing potential risks and uncertainties related to the merger, including the completion of the transaction and regulatory approvals. A news release detailing this information was attached as Exhibit 99.1, with additional filings expected in the future.

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Form Type: DEFA14A

Filing Date: 2025-03-19

Corporate Action: Acquisition

Type: New

Accession Number: 000187524625000011

Filing Summary: ProAssurance Corporation has announced a definitive agreement for its acquisition by The Doctors Company. The merger, finalized by the Board of Directors, is expected to close in the first half of 2026, pending shareholder and regulatory approvals. This strategic move aims to form a stronger medical malpractice liability organization, combining resources and expertise to better serve healthcare providers. The merger will make the combined company the largest physician-owned medical professional liability carrier in the nation, with pro forma direct written premiums of about $2 billion. The communications include letters and FAQs addressing employees' concerns about job security, company operations during the transition, and integration planning. ProAssurance will retain its current operations until the merger is officially completed. Key integration discussions will begin upon closing, aiming to uphold service quality throughout the transition period. ProAssurance encourages transparency and communication as the integration plans are developed, emphasizing their ongoing commitment to clients and employees alike.

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