District of Columbia Department of Insurance Sets Public Hearing for ProAssurance and NCRIC Transaction.BIRMINGHAM, Ala. & WASHINGTON -- ProAssurance Corporation (NYSE NYSE See: New York Stock Exchange : PRA PRA - PRAgmatics. The language used by COPS for specification of code generators. ["Metalanguages of the Compiler Production System COPS", J. Borowiec, in GI Fachgesprach "Compiler-Compiler", ed W. Henhapl, Tech Hochs Darmstadt 1978, pp. 122-159]. ) and NCRIC NCRIC National Chemical Response and Information Center NCRIC National Center for Refugee and Immigrant Children Group, Inc. (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 : NCRI NCRI National Council of Resistance of Iran NCRI National Cereals Research Institute (Nigeria) ) today jointly announced that the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). Department of Insurance, Securities and Banking ("DISB DISB Disburse(ment) ") has set a public hearing to consider the proposed Agreement and Plan of Merger dated February 28, 2005, by and between ProAssurance Corporation and NCRIC Group, Inc. The public hearing will be held in the Old Council Chambers at 441 4th Street, NW in the District of Columbia, on June 6, 2005 at 10:00 am, Eastern Time. As previously disclosed in a joint press release dated February 28, 2005, ProAssurance and NCRIC have agreed to a transaction that would result in NCRIC becoming 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 ProAssurance. ProAssurance filed a Form A with the District of Columbia Department of Insurance on April 15, 2005. The Form A substantially incorporates by reference the Form S-4 Registration Statement (Registration No. 333-124156) filed by ProAssurance with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission on April 19, 2005. The notice of hearing can be viewed on the DISB website (www.disb.dc.gov) or the website for ProAssurance (www.ProAssurance.com) or NCRIC (www.ncric.com). Questions regarding the hearing can be directed to DISB public information officer, Janice Ghenene at 202-442-7822. The hearing will be open to the public. Investors and shareholders of ProAssurance and NCRIC Group are urged to read the Registration Statement because it contains important information regarding the transaction and their legal rights. Investors and shareholders can obtain a free copy of the Registration Statement as well as other documents filed by ProAssurance and NCRIC Group with the Securities and Exchange Commission at the Securities and Exchange Commission's website at www.sec.gov, and from the Investor Relations Investor relations The process by which the corporation communicates with its investors. section of both companies' websites (www.ProAssurance.com and www.NCRIC.com). These documents are also available without charge upon request to either:
ProAssurance Corporation
------------------------
Frank B. O'Neil
Senior Vice President, Corporate Communications
205-877-4460 or 800-282-6242
foneil@ProAssurance.com
NCRIC Group
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Eric R. Anderson
Senior Vice President, Corporate Communications
202-969-3102 or 800-613-3615
anderson@NCRIC.com
NCRIC Group, Inc. and its respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of NCRIC in connection with the proposed merger. Information about the directors and executive officers of NCRIC and their ownership of NCRIC common stock is set forth in the 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. , dated April 26, 2005, for NCRIC's 2005 annual meeting of stockholders, as filed with the SEC. You can obtain a free copy of these documents at the Securities and Exchange Commission's website or by contacting NCRIC Group at the address set forth above. About ProAssurance ProAssurance is a specialty insurer with more than $3.2 billion in assets and $790 million in gross written premiums in 2004. As the nation's fourth largest writer of medical professional liability insurance, our principal professional liability subsidiaries, The Medical Assurance Company, Inc., ProNational Insurance Company, and Red Mountain Casualty Insurance Company, Inc., are recognized leaders in developing solutions which serve the needs of the evolving health care industry. We are the tenth largest writer of personal auto coverage in Michigan through our subsidiary, MEEMIC Insurance Company. A.M. Best assigns a rating of "A-" (Excellent) to ProAssurance and our principal professional liability subsidiaries and MEEMIC, Standard & Poor's assigns our principal professional liability carriers a rating of "A-" ("Strong"), and Fitch assigns a rating of "A-" to our subsidiaries The Medical Assurance Company, ProNational Insurance Company and MEEMIC Insurance Company. About NCRIC Group NCRIC is a healthcare 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. organization that assists individual physicians and groups of physicians in managing their practices by providing medical professional liability insurance, practice management and financial services, and employee benefits plan design and pension administration. In addition to its headquarters in Washington, D.C., NCRIC has offices in Wilmington, Delaware Wilmington is the largest city in the state of Delaware and is located at the confluence of the Christina River and Brandywine Creek, near where the Christina flows into the Delaware River. ; Greensboro, North Carolina “Greensboro” redirects here. For other uses, see Greensboro (disambiguation). Greensboro, North Carolina (IPA: [ɡɹiːnsbʌɹəʊ]) is a city in the U.S. state of North Carolina. ; Richmond and Lynchburg, Virginia Lynchburg is an independent city located in the Commonwealth of Virginia. As of the 2006 census, the city had a total population of 67,720, but is at about 70,000 residents as of 2007. ; and Charleston, West Virginia Not to be confused with Charles Town, West Virginia. Charleston is the capital of the U.S. state of West Virginia. It is located at the confluence of the Elk and Kanawha Rivers in Kanawha County. As of the 2000 census, it has a population of 53,421. . NCRIC provides services to more than 4,700 physician clients. Caution Regarding 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. This news release contains historical information as well as forward-looking statements that are based upon our estimates and anticipation of future events that are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "hopeful," "intend," "may," "optimistic op·ti·mist n. 1. One who usually expects a favorable outcome. 2. A believer in philosophical optimism. op ," "preliminary," "project," "should," "will," and similar expressions are intended to identify these forward-looking statements. There are numerous important factors that could cause our actual results to differ materially from those in the forward-looking statements. Thus, sentences and phrases that we use to convey our view of future events and trends are expressly designated as Forward-Looking Statements as are sections of this news release clearly identified as giving our outlook on future business. The principal risk factors that may cause actual results to differ materially from those expressed in the forward-looking statements are described in various documents we file with the Securities and Exchange Commission, including Form 10K for the year ended December 31, 2004 and Form 10Q for the most recent quarter. These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events: Relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the ongoing operations of the combined companies: --General economic conditions, either nationally or in our market area, that are worse than expected; --regulatory and legislative actions or decisions that adversely affect our business plans or operations; --price competition; --inflation and changes in the interest rate environment the performance of financial markets and/or changes in the securities markets that adversely affect the fair value of our investments or operations; --changes in laws or government regulations affecting medical professional liability insurance and practice management and financial services; --changes to our ratings assigned by A.M. Best; --the effect of managed healthcare; --uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance The contract made between an insurance company and a third party to protect the insurance company from losses. The contract provides for the third party to pay for the loss sustained by the insurance company when the company makes a payment on the original contract. ; and changes in the availability, cost, quality, or collectibility of reinsurance; --significantly increased competition among insurance providers and related pricing weaknesses in some markets. --changes in accounting policies and practices, as may be adopted by our regulatory agencies and the Financial Accounting Standards Board Financial Accounting Standards Board (FASB) Board composed of independent members who create and interpret Generally Accepted Accounting Principles (GAAP). ; and --changes in our organization, compensation and benefit plans. Relating to the proposed transaction with NCRIC: --The business of ProAssurance and NCRIC may not be combined successfully, or such combination may take longer to accomplish than expected; --the cost savings from the merger may not be fully realized or may take longer to realize than expected; --operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; --governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; --restrictions on our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations; and --the stockholders of NCRIC may fail to approve the merger. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and wish to advise readers that the factors listed above could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to periods in any current statements. We do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. |
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