FPIC Insurance Group, Inc. Announces Definitive Agreement to Acquire Advocate, MD Financial Group, Inc.

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

Thu Jul 30, 2009 4:15pm EDT

JACKSONVILLE, Fla.--(Business Wire)--
FPIC Insurance Group, Inc. (NASDAQ:FPIC) ("FPIC") and Advocate, MD Financial
Group, Inc. ("Advocate, MD") today announced that the companies have signed a
definitive agreement under which FPIC`s subsidiary, First Professionals
Insurance Company, Inc., will acquire Advocate, MD and its subsidiaries in an
all cash transaction. 

The total consideration for Advocate, MD is comprised of $33.6 million at
closing of the transaction (subject to certain terms and conditions) and up to
$12.0 million in additional consideration depending on the performance of
Advocate, MD during the two-year period following completion of the acquisition.
The amount of additional consideration will depend on Advocate, MD`s written
premiums, combined ratio and underwriting profit over the two year period
following the closing. 

Through its subsidiary, Advocate, MD Insurance of the Southwest, Inc., Advocate,
MD is the fourth largest provider of medical professional liability ("MPL")
insurance in Texas and also writes MPL insurance in Mississippi. Advocate, MD
has established a meaningful market presence in its core markets through an
intensive focus on excellent customer service, innovation and organizational
excellence. Based on information provided by Advocate, MD, it wrote $25.4
million in premiums in 2008 and had unaudited GAAP-basis assets and
shareholders` equity of $89.0 million and $26.5 million, respectively, as of
June 30, 2009. 

FPIC intends to operate Advocate, MD as an independent subsidiary with its
current management team and operations in Austin, Texas. Accordingly, FPIC has
entered into certain employment and non-competition arrangements in connection
with the transaction, which will be effective upon closing. 

"We are very pleased to announce this transaction and we are looking forward to
working with Advocate, MD as an integral part of our combined organization. This
transaction provides meaningful benefits to both organizations and is consistent
with our long-term business strategy," said John R. Byers, FPIC`s President and
Chief Executive Officer. Mr. Byers added, "Advocate, MD has established itself
as an innovative company with an unwavering focus on serving the medical
professional liability insurance needs of healthcare practitioners in Texas and
Mississippi. As an ongoing part of our organization, Advocate, MD will continue
to serve these markets with the same high degree of service and commitment." 

Commenting on the transaction, Mark E. Adams, Advocate, MD`s Chairman, President
and Chief Executive Officer said "We are very pleased to have found a strategic
partner that values our organization and intends to build upon our local
presence and market knowledge to continue differentiating Advocate, MD in the
Texas and Mississippi markets." Mr. Adams continued, "FPIC is a financially
strong and well-respected organization, and shares our steadfast commitment to
providing exceptional service to our policyholders and to the long-term success
of the business. We believe that this transaction will benefit our policyholders
while rewarding our shareholders for the value created since our founding in
2003." 

The transaction has been approved by the respective Boards of Directors, and
must also be approved by the Texas Insurance Commissioner and the shareholders
of Advocate, MD. Subject to the satisfaction of these and certain other
conditions, the transaction is expected to close prior to the end of the year. 

FPIC has been advised by Sandler O`Neill + Partners, L.P. and Advocate, MD has
been advised by Fox-Pitt Kelton Cochran Caronia Waller. 

Further information concerning the proposed acquisition can be found in FPIC`s
Current Report on Form 8-K pertaining to the acquisition. 

Conference Call Information

We will host a conference call at 11:00 am, Eastern Time, Thursday, August 6,
2009, to review our second quarter 2009 results and to discuss the transaction
with Advocate, MD. To access the conference call, dial (866) 830-9065 (USA and
Canada) or (660) 422-4543 (International) and use the conference ID code
19993657. 

The conference call will also be broadcast live over the Internet in a
listen-only format via the Company`s corporate website at http://www.fpic.com.
To access the call from the Company`s home page, click on "Investor Relations"
where a conference call link will be provided to connect listeners to the call.
Questions can be submitted in advance of the call until 10:00 a.m., Eastern
Time, Thursday, August 6, 2009, via e-mail to ir@fpic.com. 

The Company will also provide a link on the "Investor Relations" page of its
corporate website where questions can be submitted. 

For individuals unable to participate in the conference call, a telephone replay
will be available beginning at 2:30 p.m., Eastern Time, Thursday, August 6,
2009, and ending at 11:59 p.m., Eastern Time, Thursday, August 13, 2009. To
access the telephone replay, dial (800) 642-1687 (USA and Canada) or (706)
645-9291 (International) and use the conference ID code 19993657. A replay of
the conference call webcast will also be available beginning at 2:30 p.m.,
Eastern Time, Thursday, August 6, 2009, on the Company`s website. 

About FPIC

FPIC Insurance Group, Inc., through its subsidiary companies, is a leading
provider of medical professional liability insurance for physicians, dentists
and other healthcare providers. 

About Advocate, MD

Headquartered in Austin, Texas, Advocate, MD is a leading provider of medical
professional liability insurance in Texas and Mississippi through its subsidiary
Advocate, MD Insurance of the Southwest, Inc. 

Forward-Looking Statements

Statements in this press release that are not historical facts are
forward-looking statements that reflect management's current expectations,
assumptions, and estimates of future performance and economic conditions. Such
statements are made in reliance upon the safe harbor provisions of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements in this press release include, but are not
limited to: anticipated timing of the closing of the acquisition of Advocate, MD
and satisfaction of the conditions to closing. Further information relating to
factors that may impact our results and forward-looking statements are disclosed
in our filings with the SEC. The forward-looking statements contained in this
press release are made as of the date of this press release, and we disclaim any
intention or obligation, other than imposed by law, to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise. 





FPIC Insurance Group, Inc., Jacksonville
Charles Divita, III, Chief Financial Officer, 904-360-3611 



Copyright Business Wire 2009

Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.