United Fire & Casualty Company to Acquire Mercer Insurance Group for $28.25 per Share...

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Tue Nov 30, 2010 8:05pm EST

United Fire & Casualty Company to Acquire Mercer Insurance Group for $28.25 per
Share in Cash

  --  With diversified risk profile and increased scale, combined company will
      market commercial and personal insurance through approximately 1,400
      independent agents in 24 states
  --  Transaction expected to add to United Fire earnings by 2012
  --  Conference call regarding transaction to be held at 9 a.m. ET/8 a.m. CT
      on December 1, 2010


CEDAR RAPIDS, Iowa and PENNINGTON, N.J., Nov. 30, 2010 (GLOBE NEWSWIRE) --
United Fire & Casualty Company (Nasdaq:UFCS) and Mercer Insurance Group, Inc.
(Nasdaq:MIGP) today announced that the companies have entered into a merger
agreement. Under the terms of the agreement, United Fire will acquire all of the
outstanding shares of Mercer Insurance common stock in a transaction expected to
close at the end of the first quarter of 2011. Combined 2009 net written
premiums for the two companies were $605 million. Both United Fire and Mercer
Insurance are rated A (Excellent) by A.M. Best Co.

Mercer Insurance shareholders will receive $28.25 per share in cash,
representing an aggregate transaction value of approximately $191 million. The
price represents a premium of 49.8% to the closing price of Mercer Insurance
common stock on November 30, 2010. The transaction is subject to customary
conditions, including approval by the shareholders of Mercer Insurance and
regulatory authorities. Approval of the transaction by United Fire shareholders
is not required and there is no financing condition to consummate the
transaction. United Fire expects to finance the transaction with a combination
of available cash and bank financing.

Randy A. Ramlo, President and Chief Executive Officer of United Fire, said:
"United Fire has been looking to enter the Mid-Atlantic and West Coast markets
for years because of the potential to diversify our risk profile and increase
the scale of our operations. Mercer Insurance has a long track record of
operating profitably in these markets, and we are very pleased that the company
and its employees, agents and policyholders will be joining the United Fire
family. The transaction is a very attractive financial opportunity for United
Fire, and we anticipate it will contribute to our net income and return on
equity no later than 2012."

"Mercer Insurance brings a strong, consistent performance track record, a
disciplined underwriting approach and a history of product innovations well
received by agents and policyholders. We look forward to working with the Mercer
Insurance team to continue their focus on underwriting profitability," Ramlo
noted.

Andrew R. Speaker, President and Chief Executive Officer of Mercer Insurance,
stated: "We believe this is a very compelling transaction for all of our
stakeholders. Our shareholders receive a good premium, our employees join a
great organization and our agents and policyholders will benefit from increased
opportunities and United Fire's strong capital position. I look forward to
working with Randy and his team on transitioning Mercer Insurance to the next
phase of its history."

The board of directors of Mercer Insurance unanimously approved the merger and
determined it is in the best interest of Mercer Insurance and its shareholders.
The board also resolved to recommend that Mercer Insurance's shareholders vote
to approve the merger. Officers and directors of Mercer Insurance, who together
beneficially own approximately 13% of the outstanding shares of Mercer Insurance
common stock, have agreed to vote their shares in favor of the merger.

Strategic and Financial Benefits of the Transaction

The combined company is expected to be a top 50 U.S. publicly traded property
casualty writer, based on 2009 net written premiums (approximately 91%
commercial lines). The combined company will have expanded resources to better
serve policyholders and will benefit from certain economies of scale. United
Fire management expects the transaction to benefit all stakeholders and to
provide an improved strategic position for anticipated strong financial
performance going forward, including:

Diversified Risk Profile -- There is no overlap between the two organizations'
agency networks as Mercer Insurance primarily markets in six Western and
Mid-Atlantic states in which United Fire has no appointed property casualty
agencies. Following the closing of the transaction, United Fire will market
through approximately 1,400 independent agents in 24 states, diversifying its
exposure to weather and other catastrophe risks across its geographic markets.

Common Business Approach -- Following the completion of the transaction, the
combined company will be able to build on common conservative underwriting and
investment cultures. Both companies market through independent agents, focus on
customer service and are committed to fair claims handling. United Fire's
award-winning agent technology offers low-cost scalability for the combined
organization. Each company has well-designed commercial lines products for
policyholders in niche markets. These products currently are marketed in the
companies' respective geographies and may be appropriate for expansion into new
states.

Conference Call

United Fire will hold a conference call on Wednesday, December 1, 2010 at 9 a.m.
ET/ 8 a.m. CT to comment on the broad details and benefits of the transaction.
The call will be hosted by Randy A. Ramlo, United Fire President and Chief
Executive Officer; Michael T. Wilkins, United Fire Executive Vice President,
Corporate Administration; and Dianne Lyons, United Fire Vice President and Chief
Financial Officer.

Investors may participate by dialing (800) 352-4170 (toll free) or (253)
237-1838 (for international callers). A webcast of the call will be available
through the Investor Relations section of http://www.unitedfiregroup.com  and
the Investors section of http://www.mercerins.com. The web replay will be
available beginning about two hours after the completion of the call on the
companies' respective websites.

Transaction Advisors

United Fire is being advised in this transaction by Keefe, Bruyette & Woods,
Inc. and the law firms of Bradley & Riley PC and Sidley Austin LLP. Mercer is
being advised by Sandler O'Neill + Partners, L.P. and the law firm of Stevens &
Lee.

About United Fire & Casualty Company

United Fire & Casualty Company markets property and casualty insurance, life
insurance and annuities through a network of independent agents. It is licensed
as a property and casualty insurer in 43 states, plus the District of Columbia,
represented by over 800 independent agencies. Its life insurance subsidiary is
licensed in 28 states, represented by over 900 independent life agencies. The
company's complete line of products includes commercial insurance (approximately
91% property and casualty premiums written), surety bonds, and personal
insurance. United Fire is rated A (Excellent) by A.M. Best.

United Fire reported net written premiums of $324 million, a GAAP combined ratio
of 99.8% and net income of $38.4 million, or $1.46 per diluted share, for the
nine months ended September 30, 2010. At September 30, 2010, book value per
share was $27.73.

About Mercer Insurance Group

Mercer Insurance Group, Inc. offers commercial and personal lines of insurance
to businesses and individuals principally in New Jersey, Pennsylvania, Arizona,
California, Nevada and Oregon through its insurance subsidiaries: Mercer
Insurance Company, Mercer Insurance Company of New Jersey, Inc., Financial
Pacific Insurance Company and Franklin Insurance Company. A.M. Best affirmed
Mercer Insurance Group's A (Excellent) rating in June 2010, when the outlook was
raised to stable.

Mercer Insurance reported net written premiums of $101 million, a GAAP combined
ratio of 97.0% and net income of $11.1 million, or $1.73 per diluted share, for
the nine months ended September 30, 2010. At September 30, 2010, book value per
share was $28.49.

The United Fire & Casualty Company and Mercer Insurance Group logo is available
at http://www.globenewswire.com/newsroom/prs/?pkgid=8374

Forward-looking Statements

This press release includes certain forward-looking statements. Such
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of United Fire or Mercer Insurance to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the timing and
completion of the merger, the outcome of any legal proceedings relating to the
merger, the ability of United Fire to integrate the operations of Mercer
Insurance into its own operations, the effect of the announcement on Mercer
Insurance's customer relationships, operating results, financial condition and
business generally. Such factors also include, but are not limited to, the risks
and uncertainties described in United Fire's and Mercer Insurance's reports
filed with the SEC, which are available at http://www.sec.gov. United Fire and
Mercer Insurance disclaim any intention or obligation to update or revise any
forward- looking statements, except as required by law.

Additional Information

In connection with the proposed transaction, Mercer Insurance Group, Inc. will
file a proxy statement with the Securities and Exchange Commission. Investors
and shareholders are advised to read the proxy statement and any other relevant
documents filed with the SEC when they become available. Those documents will
contain important information about the merger, United Fire and Mercer
Insurance.

Investors and shareholders may obtain free copies of the proxy statement and
other documents filed by Mercer Insurance (when available), at the SEC's website
at http://www.sec.gov or at the company's website at http://www.mercerins.com.
The proxy statement and such other documents may also be obtained, when
available, for free from Mercer Insurance by directing such request to Mercer
Insurance Group, Inc., 10 North Highway 31, P.O. Box 278, Pennington, NJ 08534.

Mercer Insurance and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from Mercer Insurance's shareholders in connection with the proposed
merger transaction. Information concerning the interests of those persons is set
forth in Mercer Insurance's proxy statement relating to the 2010 annual
shareholder meeting and annual report on Form 10-K for the fiscal year ended
December 31, 2009, both filed with the SEC, and will also be set forth in the
proxy statement relating to the merger transaction when it becomes available.

CONTACT:  United Fire & Casualty Company
          Randy A. Ramlo, President and Chief Executive Officer
          Dianne Lyons, Vice President and Chief Financial Officer
          319-399-5700

          Mercer Insurance Group, Inc. 
          Andrew R. Speaker, President and Chief Executive Officer
          David B. Merclean, Senior Vice President and
           Chief Financial Officer
          609-737-0426

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