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21st Century Insurance Group Receives Notification of an Unsolicited Buyout Proposal from American International Group, Inc.


Special Committee of Independent Directors to Consider the Proposal

WOODLAND HILLS, Calif. -- 21st Century Insurance Group (NYSE NYSE

See: New York Stock Exchange
:TW) announced today that American International Group
"AIG" redirects here. For other uses, see AIG (disambiguation).


American International Group, Inc. (AIG) (NYSE: AIG; TYO: 8685 ) is a major American insurance corporation based in New York City.
, Inc. ("AIG AIG addressee indicator group (US DoD)
AIG American International Group, Inc
AiG Answers in Genesis (religious group in defense of Scripture)
AIG Artificial Intelligence Group
AIG Australian Industry Group
") has submitted an unsolicited proposal to the Board of Directors of 21st Century Insurance Group ("21st Board") to acquire the shares of 21st's common stock that AIG and its subsidiaries do not already own for $19.75 per share in cash. AIG and its subsidiaries own approximately 61.9% of the outstanding shares of 21st. For more information about this proposal, please refer to the Schedule 13D Schedule 13D

An form that must be filed with the SEC under Rule 13D when a person or group acquiring more than 5% of any class of a company's shares to disclose this information within 10 days of the transaction.
 filed yesterday by AIG with the Securities and Exchange Commission.

The 21st Board has formed a Special Committee comprised entirely of independent and outside directors for the purpose of considering a proposal from AIG. The Special Committee will review and evaluate AIG's offer and make a recommendation to the 21st Board. No decisions whatsoever have been made by the Special Committee with respect to its response, if any, to the proposal. The Special Committee will proceed in an orderly and timely manner to consider the proposal and its implications, and there can be no assurance that the proposed transaction or any other transaction will be approved or completed.

The Special Committee has retained Skadden, Arps, Slate, Meagher & Flom LLP LLP - Lower Layer Protocol  as its legal counsel and Lehman Brothers Inc. as its financial advisor to assist in its review and evaluation of the proposal.

NOTICE FOR 21ST CENTURY STOCKHOLDERS AND INTERESTED PARTIES

This press release is not a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell shares of 21st, and is not a substitute for any proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
, tender offer statement or other filing that may be required to be made with the Securities and Exchange Commission if the proposed transaction goes forward. 21st stockholders and other interested parties are urged to read any such documents that are filed with the Securities and Exchange Commission because those documents will contain important information. Stockholders will be able to receive such documents free of charge at the SEC's web site, www.sec.gov, in the Investor Relations Investor relations

The process by which the corporation communicates with its investors.
 section of the Company's website, www.21st.com, or by contacting Investor Relations at 21st at 6301 Owensmouth Avenue, Woodland Hills, California 91367.

About 21st: Drivers Just Like You

Founded in 1958, 21st Century Insurance Group is a direct-to-consumer provider of personal auto insurance. With $1.4 billion of revenue in 2005, the Company insures over 1.5 million vehicles in 17 states, including California, Florida, New Jersey, and Texas. The Company has successfully executed a multi-year geographic expansion strategy which increased the percentage of the U.S. private passenger automobile market in which 21st operates from approximately 18% in 2003 to approximately 60% at the end of 2006. 21st provides superior policy features and 24/7 customer service at a competitive price. Customers can purchase insurance, service their policy or report a claim at www.21st.com or on the phone with our licensed insurance professionals at 1-800-211-SAVE, 24 hours a day, 365 days a year. Service is offered in English and Spanish, both on the phone and on the web. 21st Century Insurance Company, 21st Century Casualty Company, and 21st Century Insurance Company of the Southwest are rated A+ by A. M. Best, Fitch Ratings Fitch Ratings

An international rating agency for financial institutions, insurance companies, and corporate, sovereign, and municipal debt. Fitch Ratings has headquarters in New York and London and is wholly owned by FIMALAC of Paris.
 and Standard & Poor's.

21st Century Insurance Group is traded on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 under the trading symbol Trading symbol

See: Ticker symbol
 "TW" and is headquartered at 21st Century Plaza, 6301 Owensmouth Avenue, Woodland Hills, CA 91367.
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Publication:Business Wire
Date:Jan 26, 2007
Words:584
Previous Article:Owens & Minor to Conduct Conference Call & Webcast on Friday, January 26, 2007 at 8:30 a.m. Eastern Time.
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