Yesterday, Bancinsurance Corporation announced that on August 10, 2010 they entered into a definitive merger agreement to be acquired for $8.50 per common share in cash. They will be acquired by a company that will be owned at the time of the merger by John S. Sokol (the Chairman of the Board, Chief Executive Officer and President of Bancinsurance), Barbara K. Sokol, James K. Sokol, Carla A. Sokol, Falcon Equity Partners, L.P., Matthew D. Walter (a member of the Board of Directors of Bancinsurance), Daniel J. Clark, Joseph E. LoConti, Edward Feighan and Charles Hamm (collectively the “Proposing Persons”).
The above mentioned are the Bancinsurance shareholders who have previously submitted proposals to Bancinsurance’s Board of Directors to take Bancinsurance private. The Proposing Persons collectively beneficially own approximately 70 percent of Bancinsurance’s common shares. Bancinsurance’s Board of Directors, acting upon the unanimous recommendation of a special committee comprised entirely of independent directors, has unanimously adopted the merger agreement and approved the merger. They have recommended that Bancinsurance’s shareholders vote in favor of the adoption of the merger agreement and approval of the merger. The expectation is that the transaction will be completed in the fourth quarter of 2010. This is subject to regulatory approvals and other customary closing conditions.
Under the terms of the merger agreement, Bancinsurance’s shareholders (other than Bancinsurance and their subsidiaries, the acquiring company and the Proposing Persons) (collectively, the “Unaffiliated Shareholders”) would receive $8.50 per common share in cash. This represents a 70 percent premium over the $5.00 per common share closing price on March 19, 2010, the last trading day before the Proposing Persons first proposed in writing to Bancinsurance’s Board of Directors a transaction to take Bancinsurance private.
Headquartered in Columbus, Ohio, Bancinsurance Corporation is a specialty property and casualty insurance holding company. They principally engage, via their property and casualty insurance subsidiary, Ohio Indemnity Company, in underwriting specialty insurance. Lender service insurance products include the Company’s ULTIMATE LOSS INSURANCE®, creditor placed insurance, guaranteed auto protection insurance, and equipment physical damage insurance products.
Unemployment compensation products are used by qualified entities that elect not to pay the unemployment compensation taxes. They instead reimburse state unemployment agencies for benefits paid by the agencies to the entities’ former employees. Waste industry products consist of waste, contract and escrow surety bonds produced and administered by a general insurance agent whereby the Company assumes, writes on a direct basis, and cedes business under various reinsurance arrangements.
For more information visit: www.bancins.com