American Financial Group's (AFG's) wholly-owned subsidiary Great American Insurance Company (GAIC) has commenced a tender offer to acquire all of the outstanding shares of National Interstate Corporation common stock not currently owned by them for $28.00 per share in cash without interest.
The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, Eastern time, on March 6, 2014, unless the tender offer is extended or earlier terminated in accordance with the terms of the tender offer and the applicable rules and regulations of the Securities and Exchange Commission (SEC).
In addition to customary conditions, the tender offer is subject to a waivable "minimum tender" condition that there shall have been validly tendered and not withdrawn prior to the expiration of the offer a number of shares of National Interstate common stock that, when added to the shares currently owned by GAIC, represents at least 90% of the outstanding shares of National Interstate on a fully diluted basis. The tender offer is not subject to a financing condition.
At this time, National Interstate has not been asked by AFG or GAIC to make, and has not made, any public recommendation with respect to the tender offer.
Innisfree M&A Incorporated is the Information Agent for the tender offer.
If the tender offer is completed, and following the tender offer, GAIC owns at least 90% of the outstanding shares of National Interstate on a fully diluted basis, AFG and GAIC intend to cause a second step, short-form, merger of National Interstate into a subsidiary of AFG.