Tokio Marine Holdings has received approval from the Pennsylvania Insurance Department for its proposed acquisition of insurance holding company, Philadelphia Consolidated Holding.

Philadelphia Consolidated and Tokio Marine have entered into an agreement and plan of merger pursuant to which a wholly owned subsidiary of Tokio Marine would be subject to the satisfaction of various closing conditions to merge with and into the company; and Tokio Marine would acquire all outstanding shares of the company for $61.50 per share in cash.

The closing of the merger remains subject to, among other things, the receipt of the approval of Tokio Marine’s acquisition of control of the company from the Florida Office of Insurance Regulation, regulatory approval of the proposed merger transaction by the Financial Services Agency of Japan, and the approval of the merger agreement by the company’s shareholders.

The company and Tokio Marine continue to expect that the closing of the merger will occur in the fourth quarter of 2008.