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PRIMERICA AND TRAVELERS TO MERGE IN STOCK SWAP VALUED AT $4.2 BILLION FOR 73 PERCENT OF TRAVELERS NOT ALREADY OWNED

 NEW YORK and HARTFORD, Conn., Sept. 23 /PRNewswire/ -- Primerica Corporation (NYSE: PA) and The Travelers Corporation (NYSE: TIC) today announced a definitive agreement for Primerica to purchase the remaining approximately 73 percent of Travelers common stock it does not already own. The proposed merger involves an exchange of .80423 shares of Primerica common stock for each Travelers share, for a total valuation of $4.2 billion.
 Sanford I. Weill and Edward H. Budd, Chairmen and Chief Executive Officers of Primerica and Travelers, respectively, said the transaction has been approved by the Boards of Directors of both companies. The Primerica Board has also approved the repurchase of up to $600 million of common stock after the close of the transaction.
 The new company will be named The Travelers.
 Mr. Weill will serve as Chairman and Chief Executive Officer of the new company and Mr. Budd will become Chairman of the Executive Committee of its Board, as well as Chairman of the Travelers insurance operations, which will continue to be headquartered in Hartford. James Dimon will remain President of the parent company and Robert I. Lipp and Frank G. Zarb Vice Chairmen and Group Chief Executives.
 Mr. Budd said that Mr. Lipp will be named Chief Executive Officer of the Travelers insurance operations, effective at the closing of the transaction. In the interim, Mr. Budd will form an Office of the Chief Executive of Travelers insurance operations, consisting of himself, Mr. Lipp and Richard H. Booth and Robert W. Crispin, respectively President and Chief Operating Officer and Vice Chairman and Chief Investment Officer of Travelers.
 "The new company will be one of the largest and most profitable financial services companies in America, with dominant positions and strong brand franchises in four major businesses -- insurance, securities brokerage, asset management and consumer lending," said Mr. Weill. "Not only will we have formidable financial strength -- with assets of $100 billion, equity of $10 billion and conservative capital ratios -- we will have an even more diversified earnings stream, a large portion of which is recurring and predictable. Shareholders will also benefit because the transaction will be immediately additive to earnings for the merged company."
 Mr. Weill also noted that all major rating agencies are reviewing the transaction, and have affirmed the ratings for both companies, or have expressed intentions to consider upgrades.
 "All Travelers employees can share a great deal of pride in that we have successfully steered our company through one of the insurance industry's most difficult periods and set it back on a path of growth," said Mr. Budd. "Primerica's decision to join us in a full partnership demonstrates their recognition of the quality of our people and the power of the Travelers franchise. Together, we can now assure ourselves of a leadership position in the financial services marketplace into the twenty-first century."
 Mr. Weill added, "Since our strategic alliance with Travelers, we have become extremely comfortable with its great people, its businesses, balance sheet and exciting prospects." He pointed out that the combined company has expanded opportunities for future growth, with a broad diversity of financial products and services, powerful product development capabilities, and multiple, targeted and efficient distribution channels for reaching its chosen markets.
 "Travelers is clearly at an exciting crossroads in its history," said Mr. Lipp. "Travelers people are achieving a significant turnaround, and together we can now pursue real growth and development. I look forward to working more closely with the company's fine management, employees and independent agents and brokers to take advantage of emerging opportunities in all our markets, focusing on insurance, financial services and managed care."
 The merger is subject to a vote of shareholders of both companies and customary regulatory approvals, including approvals from a number of state insurance commissions. The transaction is expected to be completed around year-end 1993.
 On September 20, 1992, the companies agreed to form a strategic alliance in which Primerica invested $722.5 million in new capital and became a holder of 27% of Travelers' common equity. At that time, Messrs. Weill, Dimon, Lipp and Zarb joined the Board of Travelers. They will be joined on the new parent company Board by Messrs. Booth and Crispin and three additional current Travelers Directors.
 -0- 9/23/93
 /CONTACT: Mary McDermott, 212-891-8870 or Barbara Yastine, 212-891-8872, both of Primerica; or Wilson W. Wyatt Jr., 203-277-1500, or Stephen Willcox, 203-277-2006, both of Travelers/
 (TIC PA)


CO: Primerica Corporation; The Travelers Corporation ST: Connecticut, New York IN: INS SU: TNM

LG -- NY059 -- 5276 09/23/93 14:10 EDT
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Publication:PR Newswire
Date:Sep 23, 1993
Words:753
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