CNA Announces Proposed Cash Tender Offer For All Shares of CNA Surety.Business Editors CHICAGO--(BUSINESS WIRE)--March 20, 2000 CNA Financial CNA Financial Corporation (NYSE: CNA) is a financial corporation based in Chicago, Illinois, United States, and noted for its 600 foot tall red headquarters building there. Its principal subsidiary, Continental Casualty Company (CCC) was founded in 1897. Corporation (NYSE NYSE See: New York Stock Exchange : CNA (Certified NetWare Administrator) See Novell certification. ) announced today that Continental Casualty Company (CCC CCC A very speculative grade assigned to a debt obligation by a rating agency. Such a rating indicates default or considerable doubt that interest will be paid or principal repaid. Also called Caa. ), 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. , has proposed to CNA Surety Corporation (NYSE: SUR Sur, Lebanon: see Tyre. ) that CCC make a cash tender offer at $13.00 per share for all shares of CNA Surety common stock not already owned by CCC and its affiliates. This move is consistent with CNA's recently announced intention to sharpen its strategic focus on serving businesses. The $13.00 per share price represents a 17.4% premium over CNA Surety's average closing price for the past 30 trading days of $11.07 per share. CCC and its affiliates currently own approximately 62 percent of the outstanding shares of CNA Surety common stock. CCC intends to condition the tender offer upon receiving enough shares so that its ownership reaches at least 90 percent. If this ownership threshold is achieved, CCC would then acquire the remaining outstanding shares of CNA Surety common stock not tendered to CCC through a statutory "short-form" merger process. Stockholders who do not tender their shares to CCC during the tender offer would also receive $13.00 per share in cash for their stock in the short-form merger. CCC intends to negotiate a definitive agreement with CNA Surety prior to commencing the offer. CNA Financial Corporation is a holding company whose primary subsidiaries are property-casualty and life insurance companies. Collectively, these subsidiaries are CNA, one of the largest insurance organizations in the United States. Other Important Information: The tender offer described in this announcement for the outstanding shares of CNA Surety common stock has not yet commenced. As soon as the tender offer commences, we will file a tender offer statement with the Securities and Exchange Commission. You should read the tender offer statement when it becomes available because it will contain important information about the tender offer. You can obtain the tender offer statement and other documents that are filed with the Securities and Exchange Commission for free on the Securities and Exchange Commission's web site at http://www.sec.gov. If you write us or call us, we will send you the following documents for free when they are available:
- tender offer statement (except for exhibits)
- offer to purchase
- letter of transmittal
- notice of guaranteed delivery
You can call us at (312) 822-6312 or write to us at:
CNA Financial Corporation
c/o Corporate Secretary
333 South Wabash
Chicago, IL 60690
FORWARD LOOKING STATEMENT The following constitutes a "Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth under the heading "Forward-Looking Statements" included in the Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Reported Operations and Liquidity set forth in CNA Financial Corporation's Annual Report to Stockholders for the year ended December 31, 1998, incorporated by reference in Item 7 of that Corporation's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 1998. These include risks and uncertainties relating to, for example, a material adverse change to CNA Surety's business or prospects, the effect of economic conditions, and rating agency policies and practices. |
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