Capital Title Stockholders Approve Merger with LandAmerica.SCOTTSDALE, Ariz. -- Capital Title Group Inc. (Nasdaq: CTGI CTGI Capital Title Group Inc ) -- named for a second consecutive year in FORTUNE'S 100 Fastest Growing Companies in America in 2005 -- is a national provider of title, appraisal and other transaction services to the real estate and mortgage lending industries. Capital Title announced today that the proposed merger with LandAmerica Financial Group LandAmerica Financial Group, Inc. (NYSE: LFG) is the third largest title insurance group in the US. It was incorporated in 1991 and is headquartered in Glen Allen, Virginia. Inc. (NYSE NYSE See: New York Stock Exchange :LFG LFG Landfill Gas LFG Lincoln Financial Group (insurance & financial planning company) LFG Looking For Group (Everquest) LFG Lexical-Functional Grammar (computational linguistics) ) was approved at a special meeting of its stockholders held today in Phoenix. Of the 30,469,138 shares of Capital Title's common stock outstanding as of the record date for the stockholders' meeting, 21,214,555 (approximately 70 percent) were cast in favor of the merger. Of the shares voted, 99 percent approved the merger. "While this merger will mark the end of Capital Title as an independent company, our legacy of disciplined, focused growth in the title industry will continue as part of LandAmerica, a leading provider of real estate transaction services," said Donald R. Head, chairman, president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Capital Title Group Inc. To complete the merger, the parties must still obtain necessary state regulatory approvals and satisfy or waive all other closing conditions under the merger agreement. It is anticipated that the merger will be completed in the third quarter of 2006. As part of the merger, Capital Title will 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 LandAmerica Financial Group Inc. LandAmerica has agreed to acquire 100 percent of Capital Title's common stock for an aggregate consideration of approximately $251 million, 80 percent of which will be paid in cash and 20 percent in LandAmerica common stock. The purchase price represents a value of approximately $8.00 per share to Capital Title's equity security holders. Certain statements in this release may be "forward-looking statements" within the meaning of 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. These forward-looking statements may include projections of matters that affect revenue; the ability to complete the merger with LandAmerica; operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. or net earnings; projections of capital expenditures; projections of growth; hiring plans; plans for future operations; financing needs or plans; plans to merge with LandAmerica; plans relating to the company's products and services; and assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking information. Some of the important factors that could cause the company's actual results to differ materially from those projected in forward-looking statements made by the company include, but are not limited to, the following: fluctuations in interest rates that can affect operating results, intense competition, past and future acquisitions including risks associated with the company's acquisition by LandAmerica, expanding operations into new markets, risk of business interruption, management of rapid growth, need for additional financing, changing customer demands, dependence on key personnel, sales and income tax uncertainty and increasing marketing, management, occupancy and other administrative costs administrative costs, n.pl the overhead expenses incurred in the operation of a dental benefits program, excluding costs of dental services provided. . These factors are discussed in greater detail in the company'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 Dec. 31, 2005, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, and June 30, 2006, all as filed with the Securities and Exchange Commission. |
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