Kemper Corporation (NYSE: KMPR) and Infinity Property and
Casualty Corporation (NASDAQ: IPCC) announced that, during an
annual meeting of Kemper’s shareholders held today in Chicago and a
special meeting of Infinity’s shareholders held today in
Birmingham, the companies’ respective shareholders approved
proposals related to the previously announced merger agreement
under which Kemper will acquire Infinity.
The proposals received overwhelming shareholder support, with
99.1% of the shares of Kemper common stock voted at Kemper’s annual
meeting voting to approve a proposal to issue shares of Kemper
common stock pursuant to the merger agreement, and 99.9% of the
shares of Infinity common stock voted at Infinity’s special meeting
voting to approve a proposal to adopt the merger agreement.
“Today’s vote is an important milestone toward completing our
transaction to form a leader in auto insurance, particularly
specialty auto, and create significant value for both Infinity and
Kemper shareholders,” said Joseph P. Lacher, Jr., Kemper’s
President and Chief Executive Officer. “I’m pleased with the
tremendous support our shareholders have shown for our transaction,
and for the commitment associates on both sides have demonstrated
to our integration planning efforts as we work to create a combined
company that will deliver enhanced products, service and
performance to all our stakeholders.”
Glen N. Godwin, Infinity Chief Executive Officer, added, “We’d
like to thank our shareholders who have demonstrated their support
for the merger with Kemper and what it means for the markets we
serve. Today’s vote was an important step in creating a stronger
company for the benefit of our customers, employees, shareholders
and the communities we serve.”
The pending transaction, first announced on February 13, 2018,
is expected to close in the third quarter of 2018, and remains
subject to fulfillment or waiver of certain additional closing
conditions, including receipt of regulatory clearances and
approvals.
About Kemper Corporation
The Kemper family of companies is one of the nation’s leading
insurers. With $8 billion in assets, Kemper is improving the world
of insurance by offering personalized solutions for individuals,
families and businesses. Kemper's businesses collectively:
- Offer insurance for home, auto, life,
health and valuables
- Service six million policies
- Represented by 20,000 agents and
brokers
- Employ 5,550 associates dedicated to
providing exceptional service
- Licensed to sell insurance in 50 states
and the District of Columbia
Learn more about Kemper.
About Infinity Property and Casualty Corporation
Infinity Property and Casualty Corporation (NASDAQ: IPCC) is a
national provider of automobile insurance with a concentration on
nonstandard auto insurance. Its products are offered through a
network of approximately 10,600 independent agencies and brokers.
For more information about Infinity, please visit
www.infinityauto.com.
Cautionary Statements Regarding Forward-Looking
Information
This communication may contain or incorporate by reference
statements or information that are, include or are based on
forward-looking statements within the meaning of the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements give expectations, intentions, beliefs
or forecasts of future events or otherwise for the future, and can
be identified by the fact that they relate to future actions,
performance or results rather than relating strictly to historical
or current facts. Words such as “believe(s),” “goal(s),”
“target(s),” “estimate(s),” “anticipate(s),” “forecast(s),”
“project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may,”
“could” and variations of such words and other words and
expressions of similar meaning are intended to identify such
forward-looking statements. However, the absence of such words or
other words and expressions of similar meaning does not mean that a
statement is not forward-looking.
Any or all forward-looking statements may turn out to be wrong,
and, accordingly, readers are cautioned not to place undue reliance
on such statements. Forward-looking statements involve a number of
risks and uncertainties that are difficult to predict, and are not
guarantees or assurances of future performance. No assurances can
be given that the results and financial condition contemplated in
any forward-looking statements will be achieved or will be achieved
in any particular timetable. Forward-looking statements involve a
number of risks and uncertainties that are difficult to predict,
and can be affected by inaccurate assumptions or by known or
unknown risks and uncertainties that may be important in
determining actual future results and financial condition. The
general factors that could cause actual results and financial
condition to differ materially from those expressed or implied
include, without limitation, the following: (a) the satisfaction or
waiver of the conditions precedent to the consummation of the
proposed merger transaction involving Kemper Corporation
(“Kemper”), a wholly-owned subsidiary of Kemper and Infinity
Property and Casualty Corporation (“Infinity”), including, without
limitation, the receipt of regulatory approvals (including
approvals, authorizations and clearances by insurance regulators
necessary to complete such proposed merger transaction) on the
terms desired or anticipated (and the risk that such approvals may
result in the imposition of conditions that could adversely affect
the combined company or the expected benefits of such proposed
merger transaction); (b) unanticipated difficulties or expenditures
relating to such proposed merger transaction; (c) risks relating to
the value of the shares of Kemper’s common stock to be issued in
such proposed merger transaction; (d) disruptions of Kemper’s and
Infinity’s current plans, operations and relationships with third
persons caused by the announcement and pendency of such proposed
merger transaction, including, without limitation, the ability of
the combined company to hire and retain any personnel; (e) legal
proceedings that may be instituted against Kemper and Infinity in
connection with such proposed merger transaction; and (f) those
factors listed in annual, quarterly and periodic reports filed by
Kemper and Infinity with the Securities and Exchange Commission
(the “SEC”), whether or not related to such proposed merger
transaction.
Kemper and Infinity assume no, and expressly disclaim any, duty
or obligation to update or correct any forward-looking statement as
a result of events, changes, effects, states of facts, conditions,
circumstances, occurrences or developments subsequent to the date
of this communication or otherwise, except as required by law.
Readers are advised, however, to consult any further disclosures
Kemper and Infinity make on related subjects in its filings with
the SEC.
Additional Information About the Transaction and Where to
Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication relates to the
proposed merger transaction involving Kemper, a wholly-owned
subsidiary of Kemper and Infinity, among other things. In
connection therewith, Kemper filed with the SEC a Registration
Statement on Form S-4 that includes a
definitive joint proxy statement of Kemper and Infinity and also
constitutes a definitive prospectus of Kemper, and each of Kemper
and Infinity may be filing with the SEC other documents regarding
the proposed transaction. Kemper and Infinity commenced mailing of
the definitive joint proxy statement/prospectus to Kemper’s
shareholders and Infinity’s shareholders on April 30, 2018.
BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND
SECURITYHOLDERS OF KEMPER AND/OR INFINITY ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Investors and securityholders may obtain free copies of the
definitive joint proxy statement/prospectus, any amendments or
supplements thereto and other documents filed with the SEC by
Kemper and Infinity through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by Kemper
are available free of charge under the “Investors” section of
Kemper’s website located at http://www.kemper.com or by contacting
Kemper’s Investor Relations Department at 312.661.4930 or
investors@kemper.com. Copies of the documents filed with the SEC by
Infinity are available free of charge under the “Investor
Relations” section of Infinity’s website located at
http://www.infinityauto.com or by contacting Infinity’s Investor
Relations Department at 205.803.8186 or investor.relations@infinityauto.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180601005747/en/
Contact - KemperNews
Media:Barbara
Ciesemier312.231.3604bciesemier@kemper.comorInvestors:Michael
Marinaccio312.661.3699investors@kemper.comorContact – InfinityInvestors:Amy
Jordan205.803.8186Amy.jordan@ipacc.com
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