Ceres Group Receives Early Termination of Hart-Scott-Rodino Waiting Period for Pending Merger with Great American Financial Resources.CLEVELAND -- Ceres Group, Inc. ("Ceres") (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CERG CERG Competitive Earmarked Research Grant CERG Commander Emergency Recovery Group ) today announced that it and Great American Financial Resources, Inc. ("GAFRI GAFRI Great American Financial Resources, Inc. ") (NYSE NYSE See: New York Stock Exchange :GFR GFR - Grim File Reaper ), a 81%-owned subsidiary of American Financial Group, Inc., have received early termination of the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976, as amended, in connection with the proposed merger of Ceres with GAFRI. As previously announced on May 1, 2006, GAFRI will pay $6.13 per share in cash for each outstanding share of Ceres common stock, for a total equity price of approximately $205 million on a fully diluted basis. The termination of the Hart-Scott-Rodino waiting period satisfies one of the conditions to GAFRI's acquisition of Ceres. Consummation of the merger, which is expected to occur in the third quarter of 2006, remains subject to other customary closing conditions, including receipt of approvals from the Nebraska and Ohio Departments of Insurance and approval of the merger by Ceres stockholders. About Ceres Group Ceres Group, Inc., through its insurance subsidiaries, provides a wide array of health and life insurance products through two primary business segments. Ceres' Medical Segment includes major medical health insurance for individuals, families, associations and small businesses. The Senior Segment includes senior health, life and annuity products for Americans age 55 and over. To help control medical costs, Ceres also provides medical cost management services to its insureds. Ceres' nationwide distribution channels include independent and career agents, as well as electronic distribution systems. Ceres is included in the Russell 3000(R) Index. For more information, visit www.ceresgp.com. About GAFRI GAFRI is a Cincinnati-based insurance holding company with nearly $12 billion in assets. The Company's subsidiaries include Great American Life Insurance Company, Annuity Investors Life Insurance Company, United Teacher Associates Life Insurance Company (headquartered in Austin, Texas) and Loyal American Life Insurance Company. Through these companies, GAFRI markets traditional fixed, indexed and variable annuities Variable annuities Investment contracts whose issuer pays a periodic amount linked to the investment performance of an underlying portfolio. and a variety of supplemental insurance products. For more information, visit www.gafri.com. Additional Information about the Merger and Where to Find It In connection with Ceres' solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies with respect to the meeting of stockholders to be called with respect to the proposed merger, Ceres will file with the Securities and Exchange Commission, and will furnish to stockholders of Ceres, a 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. . Stockholders are advised to read the proxy statement when it is finalized See finalization. and distributed to stockholders because it will contain important information. Stockholders will be able to obtain a free-of-charge copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at www.sec.gov. Stockholders will also be able to obtain a free-of-charge copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Ceres Group, Inc., 17800 Royalton Road, Cleveland, OH 44136, Attention: Corporate Secretary, Telephone: 440-572-2400, or from Ceres' website, www.ceresgp.com. Ceres and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be "participants" in the solicitation of proxies from stockholders of Ceres in favor of the proposed merger. Information regarding the persons who may be considered "participants" in the solicitation of proxies will be set forth in Ceres' proxy statement when it is filed with the SEC. Information regarding certain of these persons and their beneficial ownership of Ceres' common stock as of March 27, 2006 is also set forth in the Schedule 14A filed by Ceres on April 3, 2006 with the SEC. This news release contains certain 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. with respect to the proposed merger with GAFRI. Forward-looking statements are statements other than historical information or statements of current condition. In light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements herein should not be regarded as representation by the company or any other person that the objectives or plans of the company will be achieved. Many factors could cause actual results to differ materially from those contemplated by such forward-looking statements, including, among others, failure to obtain stockholder approval or the failure to satisfy other closing conditions, including regulatory approval. This review of important factors should not be construed as exhaustive. Investors and others should refer to Ceres' filings with the Securities and Exchange Commission, including its 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, 2005, and its quarterly reports on Form 10-Q Form 10-Q See 10-Q. and other periodic filings, for a description of the foregoing and other factors. Ceres undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. |
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