American International Group, Inc. Proposes to Acquire Publicly Held Shares of 21st Century Insurance Group.* Proposed Price of $19.75 in Cash per Share for the 38.1% Publicly Held Shares * 21st Century Insurance Group Would Become Wholly Owned by 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 NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- American International Group
American International Group, Inc. (AIG) (NYSE: AIG; TYO: 8685 ) is a major American insurance corporation based in New York City. , Inc. (AIG) announced today that it has submitted a letter to the board of directors of 21st Century Insurance Group (21st Century) (NYSE NYSE See: New York Stock Exchange : TW) proposing to acquire the outstanding 38.1% publicly held shares of 21st Century for $19.75 per share in cash. AIG and its subsidiaries own approximately 61.9% of the outstanding shares of 21st Century. The aggregate cash consideration payable would be approximately $690 million. Following the transaction, 21st Century would become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of AIG. A copy of the letter sent by AIG to the 21st Century board of directors is attached. The proposed per share price represents a 19.0% premium to today's closing price and a 25.5% premium to the average closing price during the last twelve months. The proposed per share price also represents a multiple of 19.6x the consensus estimates of 21st Century's 2007 earnings per share (based on a current First Call estimate of $1.01 per share). "Our proposal represents an excellent opportunity for 21st Century's shareholders to monetize Monetize 1. To convert into money. 2. To convert from securities into currency that can be used to purchase goods and services. Notes: For example, you'll often hear Internet marketers talk about "monetizing website visitors. their investment at a full and fair value for their shares. For AIG, this is an opportunity to make a substantial additional investment in a business we know well," said Martin J. Sullivan Martin J. Sullivan (born 1955 in Essex, England), is President and Chief Executive Officer of American International Group, Inc. Educated at the Sydney Russell School in Dagenham, Essex, in January 2007, he donated £50,000 to the school saying: , President and Chief Executive Officer of AIG. AIG contemplates that the transaction would be implemented through a merger agreement which would be negotiated and approved by a special committee comprised of directors of 21st Century who are independent of AIG ("Special Committee"). This proposal is subject to AIG's satisfactory completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , satisfaction of regulatory requirements Regulatory requirements are part of the process of drug discovery and drug development. Regulatory requirements describe what is necessary for a new drug to be approved for marketing in any particular country. and the approval of the Special Committee. AIG has advised 21st Century that AIG's sole interest is in acquiring the remaining shares of 21st Century held by the public shareholders and that it has no interest in a disposition of its controlling equity stake in 21st Century. AIG reserves the right to withdraw its proposal prior to the execution of a definitive merger agreement and to modify its proposal in any way as a result of negotiations or for any reason at all, including proposing alternative acquisition structures. Banc of America America [for Amerigo Vespucci], the lands of the Western Hemisphere—North America, Central (or Middle) America, and South America. The world map published in 1507 by Martin Waldseemüller is the first known cartographic use of the name. Securities LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control and J.P. Morgan Morgan, American family of financiers and philanthropists. Junius Spencer Morgan, 1813–90, b. West Springfield, Mass., prospered at investment banking. Securities Inc. are serving as AIG's financial advisors and Sullivan & Cromwell LLP LLP - Lower Layer Protocol is serving as AIG's legal advisor in the transaction. 21st Century shareholders and other interested parties are urged to read AIG's and 21st Century's relevant documents filed with the Securities and Exchange Commission ("SEC") when they become available because they will contain important information. 21st Century shareholders will be able to obtain such documents free of charge at the SEC's web site: www.sec.gov. A copy of the letter sent by AIG to the 21(st) Century board of directors follows. American International Group, Inc. (AIG), world leaders For a list of heads of state, see . World leaders is a MMORPG. The game involves creating a state, joining an alliance and going into war. It is mostly played by players from Israel, China, USA, Britain, Brazil and Saudi-Arabia. in insurance and 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. , is the leading international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer An individual or company who, through a contractual agreement, undertakes to compensate specified losses, liability, or damages incurred by another individual. An insurer is frequently an insurance company and is also known as an underwriter. . In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed 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. , as well as the stock exchanges in London, Paris, Switzerland and Tokyo.
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET
NEW YORK, NEW YORK 10270
Martin J. Sullivan
President and
Chief Executive Officer
January 24, 2007
Board of Directors
21st Century Insurance Group
6301 Owensmouth Avenue
Woodland Hills, California 91367
Dear Board Members:
American International Group, Inc. ("AIG" or "we") is pleased to
propose to acquire for cash all of the outstanding shares of common
stock, par value $0.001 (the "Shares"), of 21st Century Insurance
Group (the "Company") not owned by AIG and its subsidiaries at a
purchase price of $19.75 per Share.
The proposed per Share price represents a 19.0% premium to today's
closing price and a 25.5% premium to the average closing price during
the last twelve months. The proposed per Share price also represents a
multiple of 19.6x the consensus estimates of the Company's 2007
earnings per share (based on a current First Call estimate of $1.01
per share).
Through its subsidiaries American Home Assurance Company, Commerce
and Industry Insurance Company, National Union Fire Insurance Company
of Pittsburgh, Pa. and New Hampshire Insurance Company, AIG is the
Company's largest shareholder, owning approximately 61.9% of the
outstanding Shares. This proposal would enable the Company's public
shareholders to monetize their investment at a full and fair value for
their Shares. We therefore are confident that our proposal will be
attractive to the Company's public shareholders and that the Company's
combination with AIG would serve the best long-term interests of the
Company and its policyholders.
The proposed transaction would be effected by means of a merger
agreement with the intention for the Company to become a wholly-owned
subsidiary of AIG. Following completion of the merger, the Company
would be able to devote its full energy and resources to building the
business.
This proposal is subject to AIG's satisfactory completion of due
diligence, satisfaction of regulatory requirements and the approval by
a special committee comprised of directors of the Company who are
independent of AIG. AIG is interested only in acquiring the publicly
held Shares of the Company, and has no interest in selling its
controlling stake in the Company. Please be aware that in making this
proposal, AIG reserves the right both to withdraw this proposal prior
to the execution of a definitive merger agreement and to modify it in
any way as a result of negotiations or for any reason at all,
including proposing alternative acquisition structures.
Concurrent with sending this proposal to you, AIG is filing an
amendment to its Schedule 13D, as required by the Securities Exchange
Act of 1934, and plans to issue a press release. In connection with
this proposal, AIG has engaged Banc of America Securities LLC and J.P.
Morgan Securities Inc. as financial advisors and Sullivan & Cromwell
LLP as legal advisor. We are happy to make them available to you to
help expedite the transaction.
We look forward to working with you.
Very truly yours,
/s/ Martin J. Sullivan
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