Exhibit 99.1
District of Columbia Department of Insurance Sets Public Hearing for
ProAssurance and NCRIC Transaction
BIRMINGHAM, Ala. & WASHINGTON--(BUSINESS WIRE)--May 6, 2005--ProAssurance
Corporation (NYSE: PRA) and NCRIC Group, Inc. (NASDAQ: NCRI) 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 ProAssurance Corporation
and NCRIC Group, Inc.
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,
ProAssurance and NCRIC have agreed to a transaction that would result in NCRIC
becoming a wholly owned subsidiary of ProAssurance.
ProAssurance filed a Form A with the District of Columbia Department of
Insurance 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 ProAssurance and NCRIC Group 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 ProAssurance and NCRIC Group 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:
ProAssurance Corporation
------------------------
Frank B. O'Neil
Senior Vice President, Corporate Communications
205-877-4460 or 800-282-6242
foneil@ProAssurance.com
NCRIC Group
-----------
Eric R. Anderson
Senior Vice President, Corporate Communications
202-969-3102 or 800-613-3615
anderson@NCRIC.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 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, our 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 health care industry. We are the tenth largest writer of personal
auto coverage in Michigan through our subsidiary, MEEMIC Insurance Company.
A.M. Best assigns a rating of "A-" (Excellent) to ProAssurance and our
principal professional liability subsidiaries and MEEMIC, Standard & Poor's
assigns our principal professional liability carriers a rating of "A-"
("Strong"), and Fitch assigns a rating of "A-" to our subsidiaries The Medical
Assurance Company, ProNational Insurance Company and MEEMIC Insurance Company.
About NCRIC Group
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 4,700 physician clients.
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 10K for the year ended December 31, 2004 and Form 10Q 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:
-- General economic conditions, either nationally or in our market area,
that are worse than expected;
-- regulatory and legislative actions or decisions that adversely affect
our business plans or operations;
-- price competition;
-- 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;
-- changes in laws or government regulations affecting medical
professional liability insurance and practice management and financial
services;
-- changes to our ratings assigned by A.M. Best;
-- the effect of managed healthcare;
-- 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;
-- significantly increased competition among insurance providers and
related pricing weaknesses in some markets.
-- changes in accounting policies and practices, as may be adopted by our
regulatory agencies and the Financial Accounting Standards Board; and
-- changes in our organization, compensation and benefit plans.
Relating to the proposed transaction with NCRIC:
-- The business of ProAssurance and NCRIC may not be combined
successfully, or such combination may take longer to accomplish than
expected;
-- the cost savings from the merger may not be fully realized or may take
longer to realize than expected;
-- operating costs, customer loss and business disruption following the
merger, including adverse effects on relationships with employees, may
be greater than expected;
-- governmental approvals of the merger may not be obtained, or adverse
regulatory conditions may be imposed in connection with governmental
approvals of the merger;
-- restrictions on our ability to achieve continued growth through
expansion into other states or through acquisitions or business
combinations; and
-- 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.
CONTACT: ProAssurance
Frank B. O'Neil, 800-282-6242 or 205-877-4461
foneil@ProAssurance.com
or
NCRIC Group:
Eric R. Anderson, 800-613-3615 or 202-969-3102
anderson@NCRIC.com