KFS Capital LLC commences take-over bid for up to 1,000,000 Units of Kingsway Linked...

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Fri Jun 26, 2009 10:59am EDT

KFS Capital LLC commences take-over bid for up to 1,000,000 Units of Kingsway
Linked Return of Capital Trust

TORONTO, June 26 /PRNewswire-FirstCall/ - KFS Capital LLC (the "Offeror"), an
indirect wholly-owned subsidiary of Kingsway Financial Services Inc. ("KFS"),
has today commenced a take-over bid (the "Offer") to acquire up to 1,000,000
preferred, retractable, redeemable, cumulative units (the "Units") of Kingsway
Linked Return of Capital Trust ("KLROC") (TSX: KSP.UN) at a price per Unit of
CAD$12.00 in cash, pursuant and subject to the terms and conditions set out in
the Offer, accompanying take-over bid circular and related documentation dated
June 26, 2009 (collectively, the "Offer Documentation").
Stilwell Value Partners IV LP (KLROC's largest unitholder, and whose
affiliate, Joseph Stilwell, is a director of KFS and the Chairman of the KFS
Capital Committee that recommended to the Board of Directors the making of the
Offer) beneficially owns approximately 10.06% of the outstanding Units and has
advised the Offeror that it intends to tender all of the Units it owns to the
Offer.
The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on
Tuesday, August 4, 2009, unless extended or withdrawn by the Offeror. The
Offer represents a premium of 12.1% over the closing price of the Units on the
TSX on June 25, 2009.
The Offer is not conditional on any minimum number of Units being tendered,
however completion of the Offer will be subject to the conditions described in
the Offer. If more than the maximum number of Units for which the Offer is
made are tendered to the Offer and not withdrawn, the Units to be purchased
from each tendering unitholder will be determined on a pro rata basis
according to the number of Units tendered by each unitholder, disregarding
fractions, by rounding down to the nearest whole number of Units.
It is possible that the Offeror may increase the number of Units sought
pursuant to the Offer or otherwise amend or extend the Offer. In such
circumstance, the Offeror will notify KLROC unitholders of such variation of
the Offer by issuing a Notice of Variation of the Offer.
The Offer Documentation is being provided to KLROC unitholders in accordance
with applicable Canadian securities laws and is available from Kingsdale
Shareholder Services Inc., the information agent and depositary for the Offer,
and on SEDAR at www.sedar.com.
Questions regarding the Offer, requests for copies of the Offer Documentation,
or requests for assistance in depositing units pursuant to the Offer should be
directed to Kingsdale Shareholder Services Inc., the information agent and
depositary for the Offer, at The Exchange Tower, 130 King Street West, Suite
2950, P.O. Box 361, Toronto, Ontario M5X 1E2, North American Toll-Free Phone
Number 1-866-581-0510, Toll Free Fax 1-866-545-5580 or at
contactus@kingsdaleshareholder.com.
Ogilvy Renault LLP is legal counsel to KFS and the Offeror.

This announcement is for informational purposes only and does not constitute
or form part of any offer or invitation to purchase, otherwise acquire,
subscribe for, sell, otherwise dispose of or issue, or any solicitation of any
offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or
subscribe for, any security. The Offer (as the same may be varied or extended
in accordance with applicable law) is being made exclusively by means of, and
subject to the terms and conditions set out in, the Offer Documentation. KLROC
unitholders should read these materials carefully because they contain
important information, including the terms and conditions of the Offer.

This press release includes forward-looking statements that are subject to
risks and uncertainties. These statements relate to future events or future
performance and reflect management's current expectations and assumptions. The
words "anticipate", "expect", "believe", "may", "should", "estimate",
"project", "intend", "forecast" or similar words are used to identify such
forward-looking information. Such forward-looking statements reflect
management's current beliefs and are based on information currently available
to management of Kingsway. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements. For information
identifying important factors that could cause actual results to differ
materially from those anticipated in the forward-looking statements, see
Kingsway's securities filings, including its 2008 Annual Report under the
heading Risk Factors in the Management's Discussion and Analysis section. The
securities filings can be accessed on the Canadian Securities Administrators'
website at www.sedar.com, and on the EDGAR section of the U.S. Securities and
Exchange Commission's website at www.sec.gov or through Kingsway's website at
www.kingsway-financial.com. Kingsway disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

SOURCE  Kingsway Financial Services Inc.

Carol Dixon, Kingsdale Shareholder Services Inc., Telephone: 1-866-581-0510,
Toll Free Facsimile: 1-866-545-5580, Email:
contactus@kingsdaleshareholder.com
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