Zenith National Insurance Corp. Announces Record Date & Meeting Date for Special Meeting of Stockholders in Connection with M...
16 März 2010 - 10:23PM
Business Wire
Zenith National Insurance Corp. (NYSE: ZNT) today announced that
it has established a record date and a meeting date for a special
meeting of its stockholders to consider and vote upon a proposal to
adopt the previously announced merger agreement, dated as of
February 17, 2010, providing for the acquisition of Zenith by
Fairfax Financial Holdings Limited.
Zenith stockholders of record at the close of business on
Friday, March 26, 2010, will be entitled to notice of the special
meeting and to vote at the special meeting. The special meeting
will be held on Thursday, April 29, 2010, at 3:00 p.m. local time,
at Zenith’s corporate offices, located at 21255 Califa Street,
Woodland Hills, California 91367.
In addition to the adoption of the merger agreement by Zenith’s
stockholders at the special meeting, the transaction remains
subject to customary closing conditions, including the receipt of
required regulatory approvals. On March 3, 2010, Zenith and Fairfax
each filed notification reports under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the “HSR Act”) with the Federal
Trade Commission and the Department of Justice. The waiting period
under the HSR Act was terminated as of March 15, 2010.
About Zenith
Zenith National Insurance Corp., a Delaware corporation
incorporated in 1971, is a holding company engaged, through its
wholly-owned subsidiaries, Zenith Insurance Company and ZNAT
Insurance Company, in the workers’ compensation insurance business,
nationally.
Cautionary Statement Regarding Forward-Looking
Statements
The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements if accompanied by
meaningful cautionary statements identifying important factors that
could cause actual results to differ materially from those
discussed. Statements containing words such as expect, anticipate,
believe, estimate, likely or similar words that are used herein or
in other written or oral information conveyed by or on behalf of
Zenith are intended to identify forward-looking statements.
Forward-looking statements are made based upon management’s current
expectations and beliefs concerning future developments and their
potential effects on Zenith. Such forward-looking statements are
not guarantees of future events. Actual results may differ
materially from those contemplated by the forward-looking
statements due to, among others, the following factors: (i)
Zenith’s stockholders may not adopt the merger agreement; (ii) the
parties may be unable to obtain governmental and regulatory
approvals required for the merger, or required governmental and
regulatory approvals may delay the merger or result in the
imposition of conditions that could cause the parties to abandon
the merger; (iii) the parties may be unable to complete the merger
because, among other reasons, conditions to the closing of the
merger may not be satisfied or waived; (iv) possible disruptions
from the merger may make it more difficult to maintain business and
operational relationships; (v) developments beyond the parties’
control, including but not limited to, changes in domestic or
global economic conditions, competitive conditions and consumer
preferences, adverse weather conditions or natural disasters,
health concerns, international, political or military developments
and technological developments; and (vi) the “risk factors”
and other factors referred to in Zenith’s reports filed with or
furnished to the Securities and Exchange Commission (the “SEC”).
There can be no assurance that other factors not currently
anticipated by Zenith will not materially and adversely affect
future events. Investors and stockholders are cautioned not to
place undue reliance on any forward-looking statements made by or
on behalf of Zenith. Forward-looking statements speak only as of
the date they are made. Zenith does not undertake any obligation to
update or revise any forward-looking statement.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Zenith filed a
preliminary proxy statement with the SEC on March 4, 2010. When
completed, a definitive proxy statement and a form of proxy will be
filed with the SEC and mailed to stockholders of record as of March
26, 2010. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THE
PRELIMINARY PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the
preliminary proxy statement, the definitive proxy statement and
other documents filed by Zenith, when available, at the SEC’s Web
site at www.sec.gov or at Zenith’s Web site at www.thezenith.com.
The preliminary proxy statement, the definitive proxy statement and
such other documents may also be obtained, when available, for free
from Zenith by directing such request to Investor Relations, Zenith
National Insurance Corp., 21255 Califa Street, Woodland Hills,
California 91367, telephone: 1-818-713-1000.
Zenith and its directors, executive officers and other members
of its management and employees may be deemed to be participants in
the solicitation of proxies from Zenith’s stockholders in
connection with the proposed transaction. Information concerning
the interests of those persons is set forth in Zenith’s proxy
statement relating to the 2009 annual stockholder meeting and
annual report on Form 10-K for the year ended December 31, 2009, as
supplemented and amended by Amendment No. 1 on Form 10-K/A for the
year ended December 31, 2009, each filed with the SEC, and will
also be set forth in the definitive proxy statement relating to the
transaction when it becomes available.
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