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Montgomery, Alabama (July 17, 2007) -- Alfa
Corp. today announced that it has received an offer from Alfa
Mutual Insurance Company, Alfa Mutual Fire Insurance Company
and Alfa Mutual General Insurance Company (referred to collectively
as Alfa Mutual), which own a majority of its common stock,
for a transaction that would result in the privatization of
the company. Alfa Mutual proposes to acquire all of the outstanding
shares of Alfa Corp.’s common stock that are not currently
owned by Alfa Mutual.
Alfa Mutual has offered to pay the Alfa Corp. shareholders
$17.60 per share in cash, which represents a 15.8% premium
over today’s closing price and a multiple of 1.7 times
the March 31, 2007 shareholders' equity of Alfa Corp., excluding
Accumulated Other Comprehensive Income.
“An offer has been made which provides an opportunity
to consolidate these great companies,” said Jerry Newby,
President and Chief Executive Officer. “In order for
the Alfa companies to compete effectively in an increasingly
competitive personal lines insurance industry over the long
term, we must accelerate our investment in technology and
expansion of our distribution channels, while taking other
actions designed to promote long-term growth. We believe this
can be accomplished with a simpler and more nimble corporate
structure.”
The Alfa Corp. Board of Directors has appointed a Special
Committee of its four independent directors to review, evaluate
and negotiate the proposal by Alfa Mutual. The Special Committee
will retain independent financial and legal advisors to assist
it in evaluating Alfa Mutual’s proposal.
Alfa Corp. does not intend to comment further on its discussions
with Alfa Mutual until the Special Committee has completed
its deliberations and made a recommendation to the full Board
of Directors. Alfa Mutual is interested only in acquiring
the publicly held shares of Alfa Corp., and has no interest
in selling its controlling shares in the company.
Goldman, Sachs & Co. is serving as the financial advisor
and Alston & Bird LLP is serving as legal advisor to Alfa
Mutual. The terms of the final transaction are subject to
customary closing conditions, including regulatory approvals
and approvals by Alfa Mutual’s Boards of Directors.
Alfa Mutual reserves the right to withdraw its proposal prior
to the execution of definitive agreements and modify its original
proposal in any manner. At this time, no assurance can be
given that any transaction will take place on these or any
terms.
Alfa Corp. is engaged in insurance and financial activities
through its subsidiaries. The common stock of Alfa Corp. is
traded on the NASDAQ Global Select Market under the symbol
ALFA. For more information on Alfa Corp., visit www.alfains.com.
Investors are cautioned that statements in this press
release which relate to the future are, by their nature, uncertain
and dependent upon numerous contingencies — including
political, economic, regulatory, climatic, competitive, legal,
and technological — any of which could cause actual
results and events to differ materially from those indicated
in such forward-looking statements. Additional information
regarding these and other risk factors and uncertainties may
be found in Alfa Corporation’s filings with the Securities
and Exchange Commission.
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