ST. PETERSBURG, Fla.--(BUSINESS WIRE)--
United Insurance Holdings Corp. (UIHC) (United or the Company) announced
that its Board of Directors has adopted a shareholder rights agreement.
In connection with the adoption of the rights agreement, the Board
declared a dividend of one preferred share purchase right on each
outstanding share of the Company’s common stock. The issuance of the
rights under the rights agreement will be made to shareholders of record
as of the close of business on August 3, 2012.
The rights are designed to enable all United shareholders to realize the
full long-term value of their investment and to provide for fair and
equal treatment of all shareholders in the event that an unsolicited or
unfair attempt is made to acquire United. United believes that the
rights agreement will help to protect shareholders against abusive or
unfair takeover tactics that may be used to gain control of the Company
without paying a price that is in the best interest of all shareholders.
In general, the rights will be exercisable only in the following
circumstances: (1) if a person or group becomes an “acquiring person” by
obtaining beneficial ownership of 20% or more of United’s outstanding
common stock, (2) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an
“acquiring person,” or (3) if United’s Board of Directors declares a
person or group of affiliated or associated persons which beneficially
owns 15% or more of United’s outstanding common stock to be an “adverse
person.” An “adverse person” is any person or group of affiliated or
associated persons beneficially owning 15% or more of United’s
outstanding common stock, if United’s Board of Directors determines (1)
that the person or group is holding the shares of United’s common stock
in order to cause United to repurchase their common stock or to cause
pressure on United to take action or enter into a transaction or series
of transactions where United’s Board of Directors determines that the
actions to be taken are not in the best long-term interests of the
Company or its shareholders, or (2) that beneficial ownership of
United’s common stock by the person or group is causing or reasonably
likely to cause a material adverse impact on the business or prospects
of the Company.
Each right will initially entitle shareholders to buy one one-hundredth
of one share of a newly authorized series of junior participating
preferred stock at an initial exercise price of $27.00 per one
one-hundredth of a share, subject to adjustment. In general, if any
person or group becomes an “acquiring person,” all holders of rights
other than the “acquiring person” may, for $27.00, purchase shares of
United’s common stock with a market value of $54.00, based on the market
price of the common stock prior to such acquisition. In addition, if
United is acquired in a merger or similar transaction after the rights
become exercisable, all holders of rights other than the “acquiring
person” may, for $27.00, purchase shares of the acquiring corporation
with a market value of $54.00 based on the market price of the acquiring
corporation’s stock prior to such merger or similar transaction.
United’s Board of Directors may redeem the rights for $0.001 per right
at any time prior to the time when the rights become exercisable. Unless
the rights are redeemed, exchanged or terminated earlier, they will
expire on July 20, 2022.
Additional details regarding the rights agreement will be included in a
Form 8-K to be filed by United with the Securities and Exchange
Commission and in a summary to be mailed to all shareholders following
the record date.
About United Insurance Holdings Corp.
Founded in 1999, United Property and Casualty Insurance Company, a
subsidiary of United Insurance Holdings Corp., writes and services
property and casualty insurance in Florida, South Carolina,
Massachusetts and Rhode Island. From its headquarters in St. Petersburg,
United’s team of dedicated employees manages a completely integrated
insurance company, including sales, underwriting, customer service and
claims. The Company distributes its homeowners, dwelling, fire and flood
products through many agency groups and conducts business through four
wholly-owned subsidiaries. Homeowners insurance constitutes the majority
of United’s premiums and policies.
Safe Harbor Statement under the U.S. Private Securities Litigation
Reform Act of 1995
This press release contains statements that are forward-looking in
nature which express the beliefs and expectations of management
including, among other things, statements regarding the future ability
of the Company’s shareholders to realize the full long-term value of
their investments, the ability of the rights to provide for fair and
equal treatment of all shareholders in the event that an unsolicited or
unfair attempt is made to acquire the Company, and the ability of the
rights agreement to protect shareholders against abusive or unfair
takeover tactics. In some cases, you can identify forward-looking
statements by terminology such as “anticipate,” “estimate,” “plan,”
“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,”
“may,” “will,” “should,” “could,” and similar expressions.
Forward-looking statements are based on current expectations and
assumptions, and involve various risks and uncertainties that could
cause actual results to differ materially from those expressed in such
forward-looking statements. These risks and uncertainties are identified
and discussed from time to time in the Company’s filings with the
Securities and Exchange Commission, including the Company’s most recent
annual report on Form 10-K and subsequent quarterly reports on Form
10-Q, which discussions are also incorporated herein by reference.
Actual events or the actual factual results may differ materially from
any forward-looking statements due to these and other risks,
uncertainties, and significant factors. All forward-looking statements
speak only as of the date of this press release. The Company expressly
disclaims any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements included in this press
release to reflect any changes in the Company’s expectations with regard
thereto or any changes in events, conditions, or circumstances on which
such statements are based.

United Insurance Holdings Corp.
John Rohloff, Interim Chief
Financial Officer, (727) 895-7737
jrohloff@upcic.com
-OR-
INVESTOR
RELATIONS:
The Equity Group Inc.
Adam Prior, Vice
President, (212) 836-9606
aprior@equityny.com
Source: United Insurance Holdings Corp.
| Copyright: | Copyright Business Wire 2012 |
| Wordcount: | 1012 |