Press Release
July 13, 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 APPROVES PROPOSED ACQUISITION OF
NCRIC, INC. BY PROASSURANCE
Washington, DC and Birmingham, AL - July 13, 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 approved the proposed acquisition of NCRIC, Inc., the insurance subsidiary
of NCRIC Group, as part of ProAssurance's proposed acquisition of NCRIC Group.
This acquisition is taking place pursuant to a merger agreement dated February
28, 2005.
NCRIC Group has scheduled a special meeting of shareholders to be held on August
2, 2005 for the purpose of approving the merger agreement. The transaction is
expected to close subsequent to the meeting of shareholders.
"We are very pleased by the decision of the insurance department," said R. Ray
Pate, Jr., president and CEO of NCRIC. "We believe that the decision of the
commissioner and his staff recognizes the benefits that this transaction brings
to NCRIC policyholders."
A. Derrill Crowe, M.D., chairman and CEO of ProAssurance, expressed
ProAssurance's enthusiasm for building on the foundation that NCRIC has
established in the District of Columbia. "NCRIC has a solid reputation for
customer service and advocacy on behalf of its physician policyholders that is
much like ours," said Dr. Crowe. "We look forward to continuing NCRIC's
strong tradition of serving the needs of the medical community of the District
of Columbia and the surrounding area."
ProAssurance has filed a registration statement with the SEC (File No.
333-124156) that includes the proxy statement-prospectus for the special meeting
of shareholders to be held on August 2, 2005. Investors and shareholders of
NCRIC Group and ProAssurance are urged to read proxy statement-prospectus
because it contains important information regarding the transaction and their
legal rights. Investors and shareholders can obtain a free copy of the proxy
statement-prospectus as well as other documents filed by NCRIC 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.ncric.com and www.ProAssurance.com).
These documents are also available without charge upon request to either:
NCRIC Group
Eric R. Anderson
Senior Vice President, Corporate Communications
202-969-3102 o 800-613-3615
anderson@NCRIC.com
ProAssurance Corporation
Frank B. O'Neil
Senior Vice President, Corporate Communications
205-877-4460 o 800-282-6242
foneil@ProAssurance.com
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.
2
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.
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:
3
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;
o 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.
Relating to the proposed transaction with ProAssurance:
o The business of NCRIC and ProAssurance 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.
4
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.
###
July 13, 2005
5