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United Insurance Holdings Corp. Adopts Shareholder Rights Plan

July 20, 2012
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Business Wire, Inc.

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
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