21st Century Holding Company Rejects Homeowners Choice Proposal as Not in Best Interests...
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21st Century Holding Company Rejects Homeowners Choice Proposal as Not in Best
Interests of Shareholders
21st Century Announces $4 Million Stock Buyback Program
Receives OIR Approval to Assume Up to 45,000 Policies From Citizens
LAUDERDALE LAKES, Fla., Oct. 29, 2009 (GLOBE NEWSWIRE) -- 21st Century Holding
Company (Nasdaq:TCHC) today announced that its Board of Directors, after careful
consultation with its financial advisors and legal counsel, has unanimously
determined that the unsolicited proposal by Homeowners Choice, Inc.
(Nasdaq:HCII) to acquire all outstanding shares of 21st Century common stock for
approximately $5.30 per share in cash and stock is wholly inadequate and not in
the best interest of the company's shareholders.
"We believe the proposal substantially undervalues the assets and earnings
potential of 21st Century," said Bruce Simberg, Chairman of the Board of
Directors. "The proposal does not take into account the premium growth
initiatives that the company has already started to implement, including our
recently announced premium rate increases, our continued multi-state
diversification into additional lines of insurance, and our improved investment
portfolio management, which we expect will result in sustainable future profits.
We are pleased to also announce that we have recently received approval from the
Florida Office of Insurance Regulation to assume up to 45,000 additional
policies from Citizens Property Insurance Corporation, with no more than 15,000
during the month of December. We strongly believe that our standalone strategic
plan offers greater value for our shareholders."
In reaching its conclusion, 21st Century's Board of Directors thoroughly
reviewed and carefully considered the proposal with its independent financial
advisors and legal counsel. The Board of Directors unanimously concluded that
the proposal fails to be competitive with the strategic plan and initiatives the
company has developed to generate significant growth in top-line revenue and
bottom-line net income, which it believes will increase value for the company's
shareholders.
The company also announced today that its Board of Directors has unanimously
approved a stock repurchase program that authorizes the purchase by the company
in the open market, from time to time, of up to $4 million worth of the
company's common stock.
Michael H. Braun, Chief Executive Officer of 21st Century Holding Company, said,
"We believe that today's announcement of a share repurchase delivers significant
value to shareholders and demonstrates the Board's confidence in the company's
future performance. We are facing a difficult economic environment that is
affecting the industry as a whole. 21st Century, despite improved gross written
premium and improved investment income and gains, still faces some challenges
that will affect profitability in the near-term due to reinsurance costs and
wind mitigation credits. While 21st Century will not report profits in the 3rd
or 4th quarters of 2009, we anticipate returning to profitability thereafter. We
believe that pursuing 21st Century's existing strategic growth plan will enable
our shareholders to realize the inherent value of the company."
Following is the text of a letter from Mr. Simberg to Homeowners Choice Board
Chairman Paresh Patel, communicating the decision of the Company's Board of
Directors:
October 29, 2009
Mr. Paresh Patel
Chairman of the Board
Homeowners Choice, Inc.
2340 Drew Street, Suite 200
Clearwater, FL 33765
Dear Mr. Patel:
This letter constitutes a response from the Board of Directors of 21st Century
Holding Company to your unsolicited proposal in your letter to me dated October
12, 2009.
The Board noted that your letter is expressly not an offer, but is only a
preliminary, non-binding indication of interest in exploring a merger of 21st
Century with Homeowners Choice. Notwithstanding the non-binding and preliminary
nature of your proposal, the 21st Century Board has thoroughly and carefully
assessed and examined all aspects of your proposal with the assistance of and
consultation with an independent financial adviser engaged expressly for this
purpose, as well as outside legal counsel.
The 21st Century Board has unanimously concluded that your proposal is
inadequate and not in the best interests of 21st Century shareholders. In
reaching this conclusion, the Board reviewed -- among other items -- the
standalone strategic growth plan implemented this year to enhance shareholder
value. The Board has determined that your proposal does not compare favorably to
the inherent value of 21st Century or to its strategic growth plan to increase
value for its shareholders. The Board is cognizant of its fiduciary duties to
the shareholders, and such duties do not require the company to engage in a
process to sell itself to an unsolicited opportunistic bidder.
I appreciate that you recognize the tremendous value inherent in 21st Century,
which is not currently reflected in the market price of our common stock. You
are correct in noting that 21st Century has a growth strategy and a broad array
of licenses outside of Florida that offer attractive growth opportunities. As
you know, 21st Century is a seasoned company with an 11-year track record as a
public company, with a sound business model and strategic plan. As you may also
be aware, 21st Century expects significant revenue growth in 2010, with recent
approvals from the Florida Office of Insurance Regulation for an approximately
nineteen percent (19%) premium rate increase statewide for our homeowner's
program with the state of Florida commencing on certain policies on November 1,
2009, and to assume up to an additional 45,000 policies from Citizens Property
Insurance Corporation. 21st Century is proud to have partnered with over 300
independent agents in the state of Florida that actively sell and service our
products, as well as 9 general agents in multiple states. In addition, there are
3,100 agents in Florida that are appointed to service our takeout policies from
Citizens. 21st Century has improved its investment portfolio management with a
new team of professional independent advisers this past year and has a strong,
highly liquid balance sheet.
By contrast, our impression of Homeowners Choice is quite different. Homeowners
Choice is only writing property and casualty insurance in the state of Florida.
Homeowners Choice, as only a two-year old company, is untested against an active
wind season in Florida. Combining with Homeowners Choice would be a strategic
step backwards for 21st Century, which has been and continues to diversify its
business lines and geographic markets.
We believe this is simply an opportunistic attempt to acquire 21st Century's
valuable licenses and portfolio and enhance Homeowners Choice's balance sheet at
the expense of 21st Century's shareholders. While it may be beneficial for
Homeowners Choice shareholders for the company to cheaply acquire 21st Century's
licenses for auto and general liability insurance and licenses to write business
in states outside of Florida, the combination does not add strategic value or
diversification for 21st Century shareholders.
Even if there were a potential compelling strategic merit to a proposed
combination of the two businesses from 21st Century's standpoint, the financial
terms you contemplate were found to be wholly inadequate by the Board of
Directors.
The cash portion of the purchase price you propose is only $1 per share.
Ignoring Homeowners Choice's assets, we note that 21st Century has sufficient
unrestricted cash on its own balance sheet to fund that portion of the purchase
price, so it is no wonder that the proposed offer contains no financing
contingency. You are effectively asking 21st Century shareholders to finance the
cash portion of the sale from their company's own assets. 21st Century is today
announcing a $4 million stock repurchase program (approximately 10% of our
market capitalization) in order to provide similar value directly to our own
shareholders.
Your proposal contemplates that 80% of the consideration to be paid to 21st
Century shareholders would be in the form of Homeowners Choice common stock, at
an exchange rate of 0.5 share of Homeowners Choice per one share of 21st
Century. Based on the assumption in your proposal of a market price of $8 per
share for Homeowners Choice stock, that values 21st Century at approximately $40
million, or roughly $5.30 per share. That is 52% below the $9.68 book value per
share of 21st Century common stock as of June 30, 2009, and well below
valuations reviewed by the 21st Century Board of Directors on a variety of
financial analyses presented by the Board's independent financial adviser.
In addition, Homeowners Choice stock is highly volatile. Homeowners Choice stock
currently trades at a premium to the industry multiples, in excess of its book
value, near its 52 week high, and is up over 70% in the last six months. Any
value contained within this proposal is highly contingent on the ability of
Homeowners Choice to maintain its relatively high stock price, which would
present a risk to 21st Century shareholders. While I respect your desire to
stabilize and grow your company, it should not come at the expense of 21st
Century's shareholders.
In light of the above considerations and others, following discussions at length
with outside financial advisors and legal counsel, the Board of Directors of
21st Century unanimously determined that the unsolicited proposal of Homeowners
Choice is wholly inadequate and not in the best interests of the shareholders of
21st Century. The Board is convinced that pursuing 21st Century's existing
strategic growth plan will enable 21st Century's shareholders to realize the
inherent value of 21st Century. The Board of Directors declines the opportunity
to engage in discussions at this time, and frankly, does not believe the
investment of further resources at this time would be productive.
On behalf of the Board of Directors,
/s/ Bruce Simberg
Bruce Simberg,
Chairman of the Board
About 21st Century Holding Company
21st Century Holding Company (the "Company"), through its subsidiaries,
underwrites commercial general liability insurance, homeowners' property and
casualty insurance, flood insurance, personal automobile insurance and
commercial automobile insurance in the State of Florida. The Company underwrites
general liability coverage as an admitted carrier in the states of Alabama,
Louisiana and Texas for more than 300 classes of business, including special
events. The Company is approved to operate as a surplus lines/non-admitted
carrier in the states of Arkansas, California, Georgia, Kentucky, Maryland,
Missouri, Nevada, Oklahoma, South Carolina, Tennessee, and Virginia and offering
the same general liability products. The Company is licensed and has the
facilities to market and underwrite other insurance carriers' lines of business,
as well as to process and adjust claims for third party insurance carriers. In
addition to insurance services, the Company offers premium finance services to
its insureds as well as insureds of certain third party insurance companies. For
more information please visit www.21stcenturyholding.com.
21st Century Advisers
Hyde Park Capital Partners, LLC is acting as a financial adviser to the Company.
Akerman Senterfitt is acting as legal counsel to the Company.
Forward-Looking Statements
Statements in this press release that are not historical fact are
forward-looking statements that are subject to certain risks and uncertainties
that could cause actual events and results to differ materially from those
discussed herein. Without limiting the generality of the foregoing, words such
as "may," "will," "expect," "believe," "anticipate," "intend," "could," "would,"
"estimate," or "continue" or the other negative variations thereof or comparable
terminology are intended to identify forward-looking statements. The risks and
uncertainties include, without limitation, the success of the Company's new
premium growth initiatives; its ability to successfully market and sell new
insurance products; its ability to sell its insurance products in new geographic
markets and increase sales in existing markets; changes in economic conditions
(including changes in interest rates and financial markets); the impact of new
regulations adopted in Florida which affect the property and casualty insurance
market; the costs of reinsurance and the collectability of reinsurance,
assessments charged by various governmental agencies; pricing competition and
other initiatives by competitors; the Company's ability to obtain regulatory
approval for requested rate changes, and the timing thereof; legislative and
regulatory developments; the success of the Company's stock repurchase plan in
improving shareholder value; outcome of litigation pending against the Company
or which is commenced against the Company after the date hereof, including the
terms of any settlements; risks related to the nature of the Company's business;
dependence on investment income and the Company's ability to improve the yields
received from its investment portfolio; the adequacy of the Company's liability
for loss and loss adjustment expense; claims experience; ratings by industry
services; catastrophe losses; reliance on key personnel; weather conditions
(including the severity and frequency of storms, hurricanes, tornadoes and
hail); changes in driving patterns and loss trends; acts of war and terrorist
activities; court decisions and trends in litigation, and health care and auto
repair costs; and other matters described from time to time by us in our filings
with the SEC, including, but not limited to, the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2008. In addition, investors should
be aware that generally accepted accounting principles prescribe when a company
may reserve for particular risks, including litigation exposures. Accordingly,
results for a given reporting period could be significantly affected if and when
a reserve is established for a major contingency. Reported results may therefore
appear to be volatile in certain accounting periods. The Company undertakes no
obligations to update, change or revise any forward-looking statement, whether
as a result of new information, additional or subsequent developments or
otherwise.
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CONTACT: The Abernathy MacGregor Group
Media
Chuck Burgess, Mike Pascale or Carina Davidson
(212) 371-5999
21st Century Holding Company
Investors
Becky Campillo
(954) 308-1257
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