American Country Holdings Inc.'s Board Recommends Kingsway's Tender Offer to Common Stockholders.Business Editors CHICAGO--(BUSINESS WIRE)--March 11, 2002 The Board of Directors of American Country Holdings Inc. (the "Company") (Nasdaq: ACHI ACHI Arkansas Center for Health Improvement ACHI International Conference on Advances in Computer-Human Interaction ) recommends that holders of its common stock, par value $0.01 per share, that desire to receive cash accept the previously announced tender offer (the "Tender Offer") by KFS KFS Klippel-Feil Syndrome KFS Key Factor for Success KFS Knife, Fork, Spoon (piece of military kit carried on web belt) KFS Keane Federal Systems, Inc. KFS Kaiser-Friedrich-Straße Acquisition Corp., a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. and an indirect, wholly-owned subsidiary of Kingsway Financial Services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. Inc., an Ontario corporation ("Kingsway"), to purchase: (1) all outstanding shares of common stock of the Company at $2.10 per share, (2) all outstanding shares of Series A convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". , par value $0.10 per share, of the Company at $12.00 per share (plus any applicable accrued dividend amount), and (3) all outstanding Class A warrants of the Company at $0.175 per warrant, in each case net to the holder in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 27, 2002 and in the related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . The Board of Directors of the Company determined that the Tender Offer is advisable, fair to and in the best interests of the Company and the holders of its common stock, and unanimously voted to recommend that holders of its common stock that wish to receive cash for their stock accept the Tender Offer. The Board, however, is not expressing an opinion with respect to the Tender Offer for the Series A convertible preferred stock or the Class A warrants. The Company's Board of Directors urges all holders of the Series A convertible preferred stock or Class A warrants to consult their financial advisors regarding whether to tender these securities pursuant to Kingsway's Tender Offer based on all of the information available to them, including the information considered by the Company's Board described in the Schedule 14D-9 Solicitation/Recommendation Statement. In arriving at its positions, the Board of Directors gave careful consideration to a number of factors referred to in the Schedule 14D-9, which the Company today filed with the Securities and Exchange Commission. Copies of the Schedule 14D-9 are available on the SEC's website at http://www.sec.gov. and the Company urges its stockholders to review the Schedule 14D-9 carefully before making a decision with respect to the Tender Offer. American Country Holdings Inc.(Nasdaq:ACHI - news) is the holding company for American Country Insurance Company, American Country Financial Services Corp., American Country Professional Services (job) professional services - A department of a supplier providing consultancy and programming manpower for the supplier's products. Corp. and American Country Underwriting Underwriting 1. The process by which investment bankers raise investment capital from investors on behalf of corporations and governments that are issuing securities (both equity and debt). 2. The process of issuing insurance policies. Agency Inc. American Country Insurance is a leading insurer of taxicabs and limousines. American Country Insurance also offers commercial lines coverage for restaurants. This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that are based upon the company's expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Such expectations include, but are not limited to, the company's ability to retain its current insureds, reduce its exposure to certain business lines and expand others, along with future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately, and many of which are beyond the company's control. |
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