The Board of Directors of Donegal Group Inc. Recommends That Its Class B Stockholders Reject the Second Amended Tender Offer of
May 29 2013 - 1:26PM
Donegal Group Inc. ("DGI") (Nasdaq:DGICA) (Nasdaq:DGICB) reported
that it had filed an Amendment No. 3 to Schedule 14D-9
solicitation/recommendation statement with the SEC today. Amendment
No. 3 reports the unanimous recommendation of DGI's Board that the
holders of DGI's Class B Common Stock reject the unsolicited second
amended tender offer for 962,636 shares of DGI's Class B Shares at
a price of $30.00 per share in cash by Gregory Mark Shepard.
Shepard first commenced his tender offer to expire on April 19,
2013; he has now amended his offer a second time. The expiration
date of Shepard's Second Amended Offer is July 31, 2013.
DGI's Board has thoroughly evaluated and assessed the conditions
to the Second Amended Offer that Shepard established, together with
the assistance of a report and recommendation submitted to DGI's
Board by its special committee of five independent directors and
advice from by independent legal counsel. Based upon its evaluation
and assessment of Shepard's conditions to the Second Amended Offer,
including the federal and state regulatory approvals Shepard must
obtain before he can legally consummate the Second Amended Offer,
DGI's Board unanimously determined that Shepard's Second Amended
Offer is illusory because Shepard will not be able to satisfy
certain legal conditions precedent to the Second Amended Offer
before the expiration date of the Second Amended Offer.
Accordingly, the DGI Board recommends that the holders of
DGI Class B Shares REJECT the Second Amended Offer and NOT TENDER
their Class B Shares to Shepard for purchase pursuant to
the Second Amended
Offer.
DGI has posted in the Investors area of its website at
www.donegalgroup.com a letter to its stockholders that provides
more information regarding the DGI Board recommendation.
Important Information and Where to Find It
This communication does not constitute an offer to buy or the
solicitation of an offer to sell any securities. DGI urges
the holders of its Class B common stock to read the
solicitation/recommendation statement, as well as any other
documents DGI subsequently files with the SEC when such documents
become available because they will contain important
information. Holders of Class B Shares may obtain, without
charge, a copy of the solicitation/recommendation statement and
other documents (when available) that DGI files with the SEC at the
SEC's website at www.sec.gov and DGI's website at
www.donegalgroup.com. In addition, DGI's
solicitation/recommendation statement and other documents (when
available) that DGI files with the SEC may be obtained, without
charge, from DGI by writing to DGI's corporate secretary, Sheri O.
Smith, at its principal executive offices at 1195 River Road, P.O.
Box 302, Marietta, Pennsylvania 17547 or by e-mail to
sherismith@donegalgroup.com.
About Donegal Group Inc.
Donegal Group Inc. is an insurance holding company with
insurance subsidiaries offering personal and commercial property
and casualty lines of insurance in 22 Mid-Atlantic, Midwestern, New
England and Southern states. The insurance subsidiaries of DGI and
Donegal Mutual Insurance Company conduct business together as the
Donegal Insurance Group. The Donegal Insurance Group has an A.M.
Best rating of A (Excellent). Donegal Mutual Insurance Company and
DGI together own Donegal Financial Services Corporation, a
grandfathered unitary savings and loan holding company that owns
Union Community Bank FSB, a federal savings bank.
DGI's Class A common stock and Class B common stock trade on
NASDAQ under the symbols DGICA and DGICB, respectively.
CONTACT: Jeffrey D. Miller
Senior Vice President and Chief
Financial Officer
Phone: (717) 426-1931
Fax: (717) 426-7031
E-mail:
investors@donegalgroup.com
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