News Release Dated October 9, 2023
National Westeand Prosperity Life Group Announce
As part of the agreement, each issued and outstanding share of National Westecommon stock will be converted into the right to receive
The merger is expected to close in the first half of 2024. It is subject to certain customary closing conditions for a transaction of this type, including approval by National Western's stockholders, antitrust clearance and receipt of insurance regulatory approvals. National Westestockholders that collectively own common shares representing approximately 29.7% of the total voting power of the Company's common shares (including 99% of the Company's Class B Common Stock) have executed voting and support agreements with SUSA. Under these voting and support agreements, each of these stockholders has agreed to vote all common shares owned by that stockholder in favor of the Merger Agreement and against any alternative transactions.
National Westewill file a current report on Form 8-K with the
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The Merger Consideration will be funded through a combination of (i) cash from internal sources, (ii) a capital commitment from affiliates of
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Citi is serving as financial advisor and
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For more information, please contact: |
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National Western: |
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Tel: (512) 719-2493 |
Tel: (732) 688-0375 |
Email: [email protected] |
Email: [email protected] |
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Important Information For Investors And Stockholders
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. The proposed transaction between National Westeand SUSA will be submitted to the stockholders of National Westefor their consideration. National Westewill file a proxy statement with the
Participants in Solicitation
No person has commenced soliciting proxies in connection with the proposed transaction referenced in this press release, and this press release is neither an offer to purchase nor a solicitation of an offer to sell securities. National Western, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of National Westein connection with the proposed transaction. Information about the directors and executive officers of National Westeis set forth in its Annual Report on Form 10-K for the year ended
Cautionary Notice Regarding Forward-Looking Statements
Except for historical information, all other information in this press release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward- looking statements, and related oral statements the Company or SUSA may make, are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. For example, (1) conditions to the closing of the proposed transaction may not be satisfied, (2) regulatory approvals required for the proposed transaction may not be obtained, or required regulatory approvals may delay the proposed transaction or result in the imposition of conditions that could have a material adverse effect on the Company or SUSA or cause certain conditions to closing not to be satisfied, which could result in the termination of the Merger Agreement, (3) the timing of completion of the proposed transaction is uncertain, (4) the business of the Company or SUSA may suffer as a result of uncertainty surrounding the proposed transaction, (5) events, changes or other circumstances could occur that could give rise to the termination of the Merger Agreement, (6) there are risks related to disruption of management's attention from the ongoing business operations of the Company or SUSA due to the proposed transaction, (7) the announcement or pendency of the proposed transaction could affect the relationships of the Company or SUSA with its clients, operating results and business generally, including on the ability of the Company or SUSA to retain employees, (8) the outcome of any legal proceedings initiated against the Company or SUSA following the announcement of the proposed transaction could adversely affect the Company or SUSA, including their ability to consummate the proposed transaction
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and (9) the Company or SUSA may be adversely affected by other economic, business, and/or competitive factors as well as management's response to any of the aforementioned factors.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in the Company's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents of the Company and SUSA on file with the
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