Meadowbrook Insurance Group, Inc. and ProCentury Corporation Close Merger

* Reuters is not responsible for the content in this press release.

Thu Jul 31, 2008 5:03pm EDT

SOUTHFIELD, Mich., July 31 /PRNewswire-FirstCall/ -- Meadowbrook Insurance
Group, Inc. (NYSE: MIG), a specialty property and casualty insurance holding
company based in Southfield, Michigan, announced today that the merger of
ProCentury Corporation, a Columbus, Ohio-based specialty property and casualty
insurance holding company has been finalized and closed.
    Meadowbrook's President and Chief Executive Officer, Robert S. Cubbin,
stated: "We are pleased to have closed on the merger with ProCentury.  The
diverse products and distribution systems of our two specialty lines insurance
companies will create opportunities and synergies that did not exist prior to
the merger."
    Meadowbrook has long been known for its program expertise, while
ProCentury has earned a reputation for an expansive and ever-growing portfolio
of products in the excess and surplus lines markets.  The combined strategy of
the two companies is to create an organization that remains a full-service
specialty lines company with a program focus that now offers full-service
excess and surplus lines capabilities.
    There are very few redundancies between the two firms. Meadowbrook's
programs and ProCentury's products and wholesale agent distribution systems do
not overlap, and the expertise in each organization will remain intact.  There
will also be very little in the way of integration challenges as the firms'
cultures, technology and commitment to customer service closely mirror one
another's.
    Added Christopher J. Timm, President of Century Surety Company, "We look
forward to joining the Meadowbrook family and the future opportunities and
expertise this partnership will offer our team, agents, clients and the risk
management industry."
    Subject to the terms of the Merger Agreement, each outstanding common
share of ProCentury was converted into the right to receive either $20.00 in
cash, or 2.500 shares of Meadowbrook common stock.  Meadowbrook paid
approximately $99.2 million in cash and issued approximately 21.2 million
shares of Meadowbrook common stock, for a total purchase price of
approximately $220.5 million, in exchange for the cancellation of all the
outstanding common shares of ProCentury.  Shareholders of ProCentury
Corporation who have questions may call the Information Agent, The Altman
Group, at (800) 499-6377.
    About Meadowbrook Insurance Group
    A leader in the specialty program management market, Meadowbrook is a risk
management organization, specializing in alternative risk management solutions
for agents, professional/trade associations, and small to medium-sized
insureds.  Meadowbrook Insurance Group, Inc. common shares are listed on the
New York Stock Exchange under the symbol "MIG". For further information,
please visit Meadowbrook's corporate web site at www.meadowbrook.com.
    About ProCentury Corporation
    ProCentury Corporation is a specialty property and casualty insurance
holding company based in Columbus, Ohio. Its subsidiary, Century Surety
Company, underwrites property and casualty insurance for small and mid-sized
businesses. Century Surety Company primarily writes excess and surplus lines
insurance and markets its products through a select network of general agents.
For further information on ProCentury, please visit www.procentury.com.
    This release may contain certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Act of 1934 as amended.  These include statements as to
the benefits of the merger, including future financial and operating results,
cost savings, enhanced revenues and the accretion/dilution to reported
earnings that may be realized from the merger as well as other statements of
expectations regarding the merger and any other statements regarding future
results or expectations.  Meadowbrook intends such forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995 and is
including this statement for purposes of these safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and
describe future plans, strategies, and expectations of Meadowbrook, are
generally identified by the use of words such as "believe," "expect,"
"intend," "anticipate," "estimate," or "project" or similar expressions.
Meadowbrook's ability to predict results, or the actual effect of future plans
or strategies, is inherently uncertain.  Factors which could have a material
adverse effect on the operations and future prospects of Meadowbrook and its
respective subsidiaries include, but are not limited to: the risk that the
businesses of Meadowbrook in connection with the merger will not be integrated
successfully or such integration may be more difficult, time-consuming or
costly than expected; expected revenue synergies and cost savings from the
merger may not be fully realized or realized within the expected time frame;
revenues following the merger may be lower than expected;  and customer and
employee relationships and business operations may be disrupted by the merger.
Other factors that could cause Meadowbrook's actual results to differ
materially from those expressed or implied are discussed under "Risk Factors"
in its most recent annual report on Form 10-K and other filings with the
Securities and Exchange Commission ("SEC").  Meadowbrook does not undertake
any obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements whether as a result of new information,
future events or otherwise.
SOURCE  Meadowbrook Insurance Group, Inc.

Karen M. Spaun, SVP & Chief Financial Officer, +1-248-204-8178, or Holly
Moltane, Director of External Financial Reporting, +1-248-204-8590, both for
Meadowbrook Insurance Group, Inc.
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.