01.10.2007 21:06:00
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PMA Capital Acquires Midlands Management Corporation
PMA Capital Corporation (NASDAQ:PMACA) announced today the
acquisition of Midlands Management Corporation ("Midlands”),
an Oklahoma City-based managing general agent, program administrator and
provider of Third Party Administrator ("TPA”)
services. Midlands is widely known for its expertise in underwriting
excess workers’ compensation and related
insurance products on behalf of third party insurance carriers.
"The acquisition of Midlands is a natural
extension of our business model and builds upon our core competencies in
TPA services and workers’ compensation
insurance,” said Vincent T. Donnelly,
President and Chief Executive Officer of PMA Capital Corporation.
"The transaction is expected to be
immediately accretive, adding 7 to 10 cents per share to our 2008
earnings,” said Mr. Donnelly. He added, "There
is very limited overlap in business between Midlands and PMA, which
creates enhanced opportunities for the cross-selling of services in both
companies. Midlands had revenues of $30 million last year, about the
same size as our current fee-for-service platform, PMA Management Corp.”
Under the terms of the transaction, PMA Capital Corporation (the "Company”)
will pay $19.8 million in cash at the closing of the transaction,
subject to certain price adjustments for net worth at closing, with the
ultimate purchase price of the transaction ranging from $22.8 million to
$44.5 million. The final purchase price will be based on Midlands’
ability to achieve EBITDA growth for its business over the next four
years.
Midlands will continue to operate in its current markets and will
maintain its headquarters in Oklahoma City. As Midlands has very strong
name recognition and brand equity in its markets, it will maintain its
independent brand under PMA Capital Corporation. The founders and
executive team will remain at Midlands. "Midlands
and PMA both have strong service-oriented cultures that are committed to
providing their clients with industry-leading customer service and
support,” said Mr. Donnelly. He continued, "Our
two cultures are highly compatible and we look forward to enhanced
growth opportunities as members of the same team.”
Charles Caldwell, President and CEO of Midlands said, "We
believe the combination of Midlands and PMA will provide our existing
customers with expanded product offerings and services.”
Mr. Caldwell added, "PMA’s
service-focused culture is a natural fit with how Midlands has run its
business since its founding in 1990. We look forward to growing our
business with our new partners at PMA.”
Separately, PMA Capital Corporation announced that it expects to solicit
consents from holders of its convertible debt during October 2007 to
provide more flexibility with respect to common share repurchases. On
May 15, 2007, the PMA Capital board of directors announced a plan to
repurchase up to $10 million of common stock, which was funded through a
$37.5 million extraordinary dividend from its former reinsurance
business. As of September 15, 2007, PMA Capital Corporation has
repurchased $8.6 million of common stock.
This press release includes forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. These forward looking
statements may include estimates, assumptions or projections and are
based on currently available financial, competitive and economic data
and the current operating plans of both the Company and Midlands.
Although the Company’s management believes
that its expectations are reasonable, there can be no assurance that
actual results will not differ materially from such expectations.
Factors that could cause actual results to differ materially from those
in the forward-looking statements include, without limitation, the
Company’s ability to achieve the projected
accretion in earnings, changes in developments or trends in business and
the markets in which the Company and Midlands respectively operate, and
Midlands’ ability to retain key customers and
certain personnel. Additionally, the Company’s
ability to repurchase more than $10 million of common stock depends on
whether consents are obtained from the holders of its convertible debt
and Board approval is granted for additional repurchases. Accordingly,
you should not place undue reliance on any forward-looking statements in
this press release. Forward-looking statements are not generally
required to be publicly revised as circumstances change and the Company
does not intend to update the forward-looking statements in this press
release.
Management will hold a conference call with investors beginning at 8:30
a.m. EDT on Tuesday, October 2nd to discuss the transaction. To listen
to the conference call, please dial 866-825-3209 (domestic) or
617-213-8061 (international) approximately five minutes before start
time and use passcode 71557659. A webcast of the conference call will
also be accessible under the Investor Information section of the PMA
Capital Corporation website at http://www.pmacapital.com/.
A replay of the conference call will be available through Tuesday,
October 16, 2007 by dialing 888-286-8010 (domestic) or 617-801-6888
(international) using passcode 77638586 or by visiting the PMA Capital
website at http://www.pmacapital.com/.
PMA Capital Corporation, headquartered in Blue Bell, Pennsylvania, is a
holding company whose operating subsidiaries provide insurance and
fee-based third party administrator services. Insurance products include
workers’ compensation and other commercial
property and casualty lines of insurance, primarily in the eastern part
of the United States, underwritten and marketed under the trade name The
PMA Insurance Group.
For additional information, visit www.pmacapital.com.
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