Press Release
May 6, 2005
For Immediate Release
- ---------------------
For Information Contact:
NCRIC Group, Inc.:
Eric R. Anderson, Senior Vice President, Corporate Communications and
Investor Relations - 800.613.3615 or 202.969.3102
ProAssurance Corporation:
Frank B. O'Neil, Senior Vice President, Corporate Communications and
Investor Relations - 800.282.6242 or 205.877.4461
DISTRICT OF COLUMBIA DEPARTMENT OF INSURANCE SETS PUBLIC HEARING FOR NCRIC AND
PROASSURANCE TRANSACTION
Washington, DC and Birmingham, AL - May 6, 2005 - NCRIC Group, Inc. (NASDAQ:
NCRI) and ProAssurance Corporation (NYSE: PRA) today jointly announced that the
District of Columbia Department of Insurance, Securities and Banking ("DISB")
has set a public hearing to consider the proposed Agreement and Plan of Merger
dated February 28, 2005, by and between NCRIC Group, Inc. and ProAssurance
Corporation.
The public hearing will be held in the Old Council Chambers at 441 4th Street,
NW in the District of Columbia, on June 6, 2005 at 10:00 am, Eastern Time. As
previously disclosed in a joint press release dated February 28, 2005, NCRIC and
ProAssurance have agreed to a transaction that would result in NCRIC becoming a
wholly owned subsidiary of ProAssurance.
ProAssurance filed a Form A with the DISB on April 15, 2005. The Form A
substantially incorporates by reference the Form S-4 Registration Statement
(Registration No. 333-124156) filed by ProAssurance with the United States
Securities and Exchange Commission on April 19, 2005. The notice of hearing can
be viewed on the DISB website (www.disb.dc.gov) or the website for ProAssurance
(www.ProAssurance.com) or NCRIC (www.ncric.com). Questions regarding the hearing
can be directed to DISB public information officer, Janice Ghenene at
202.442.7822. The hearing will be open to the public.
Investors and shareholders of NCRIC Group and ProAssurance are urged to read the
Registration Statement because it contains important information regarding the
transaction and their legal rights. Investors and shareholders can obtain a free
copy of the Registration Statement as well as other documents filed by NCRIC
1
Group and ProAssurance with the Securities and Exchange Commission at the
Securities and Exchange Commission's website at www.sec.gov, and from the
Investor Relations section of both companies' websites (www.ProAssurance.com and
www.ncric.com).
These documents are also available without charge upon request to either:
NCRIC Group, Inc. ProAssurance Corporation
- ----------------- ------------------------
Eric R. Anderson Frank B. O'Neil
Senior Vice President, Senior Vice President,
Corporate Communications Corporate Communications
800.613.3615 or 202.969.3102 800.282.6242 or 205.877.4461
anderson@ncric.com foneil@proassurance.com
NCRIC Group, Inc. and its respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies from the stockholders
of NCRIC in connection with the proposed merger. Information about the directors
and executive officers of NCRIC and their ownership of NCRIC common stock is set
forth in the proxy statement, dated April 26, 2005, for NCRIC's 2005 annual
meeting of stockholders, as filed with the SEC. You can obtain a free copy of
these documents at the Securities and Exchange Commission's website or by
contacting NCRIC Group at the address set forth above.
About NCRIC Group, Inc.
NCRIC Group, Inc. (NCRIC) is a healthcare financial services organization that
assists individual physicians and groups of physicians in managing their
practices by providing medical professional liability insurance, practice
management and financial services, and employee benefits plan design and pension
administration. In addition to its headquarters in Washington, D.C., NCRIC has
offices in Wilmington, Delaware; Greensboro, North Carolina; Richmond and
Lynchburg, Virginia; and Charleston, West Virginia. NCRIC provides services to
more than 4,600 physician clients.
About ProAssurance
ProAssurance is a specialty insurer with more than $3.2 billion in assets and
$790 million in gross written premiums in 2004. As the nation's fourth largest
writer of medical professional liability insurance, ProAssurance's principal
professional liability subsidiaries, The Medical Assurance Company, Inc.,
ProNational Insurance Company, and Red Mountain Casualty Insurance Company,
Inc., are recognized leaders in developing solutions which serve the needs of
the evolving healthcare industry. ProAssurance is the tenth largest writer of
personal auto coverage in Michigan through its subsidiary, MEEMIC Insurance
Company.
A.M. Best assigns a rating of "A-" (Excellent) to ProAssurance and its principal
professional liability subsidiaries and MEEMIC, Standard & Poor's assigns its
principal professional liability carriers a rating of "A-" ("Strong"), and Fitch
assigns a rating of "A-" to its subsidiaries The Medical Assurance Company,
ProNational Insurance Company and MEEMIC Insurance Company.
2
Caution Regarding Forward-Looking Statements
This news release contains historical information as well as forward-looking
statements that are based upon our estimates and anticipation of future events
that are subject to certain risks and uncertainties that could cause actual
results to vary materially from the expected results described in the
forward-looking statements. The words "anticipate," "believe," "estimate,"
"expect," "hopeful," "intend," "may," "optimistic," "preliminary," "project,"
"should," "will," and similar expressions are intended to identify these
forward-looking statements. There are numerous important factors that could
cause our actual results to differ materially from those in the forward-looking
statements. Thus, sentences and phrases that we use to convey our view of future
events and trends are expressly designated as Forward-Looking Statements as are
sections of this news release clearly identified as giving our outlook on future
business. The principal risk factors that may cause actual results to differ
materially from those expressed in the forward-looking statements are described
in various documents we file with the Securities and Exchange Commission,
including Form 10-K for the year ended December 31, 2004 and Form 10-Q for the
most recent quarter.
These forward-looking statements are subject to significant risks, assumptions
and uncertainties, including, among other things, the following important
factors that could affect the actual outcome of future events:
Relating to the ongoing operations of the combined companies:
o general economic conditions, either nationally or in our
market area, that are worse than expected;
o regulatory and legislative actions or decisions that adversely
affect our business plans or operations;
o price competition;
o inflation and changes in the interest rate environment the
performance of financial markets and/or changes in the
securities markets that adversely affect the fair value of our
investments or operations;
o changes in laws or government regulations affecting medical
professional liability insurance and practice management and
financial services;
o changes to our ratings assigned by A.M. Best;
o the effect of managed healthcare;
o uncertainties inherent in the estimate of loss and loss
adjustment expense reserves and reinsurance; and changes in
the availability, cost, quality, or collectibility of
reinsurance;
o significantly increased competition among insurance providers
and related pricing weaknesses in some markets;
o changes in accounting policies and practices, as may be
adopted by our regulatory agencies and the Financial
Accounting Standards Board; and
o changes in our organization, compensation and benefit plans.
3
Relating to the proposed transaction with ProAssurance:
o the business of ProAssurance and NCRIC may not be combined
successfully, or such combination may take longer to
accomplish than expected;
o the cost savings from the merger may not be fully realized or
may take longer to realize than expected;
o operating costs, customer loss and business disruption
following the merger, including adverse effects on
relationships with employees, may be greater than expected;
o governmental approvals of the merger may not be obtained, or
adverse regulatory conditions may be imposed in connection
with governmental approvals of the merger;
o restrictions on our ability to achieve continued growth
through expansion into other states or through acquisitions or
business combinations; and
o the stockholders of NCRIC may fail to approve the merger.
We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and wish to
advise readers that the factors listed above could affect our financial
performance and could cause actual results for future periods to differ
materially from any opinions or statements expressed with respect to periods in
any current statements. We do not undertake and specifically decline any
obligation to publicly release the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.
###
May 6, 2005
4