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Published on 2/22/2007 in the Prospect News Special Situations Daily.

American Financial Group looks to buy rest of subsidiary Great American Financial

By Lisa Kerner

Charlotte, N.C., Feb. 22 - American Financial Group, Inc. announced it plans to buy the shares of subsidiary Great American Financial Resources, Inc. that it does not already own. It currently has an 81% stake.

The proposal calls for Great American Financial to acquire outstanding shares for $23.50 per share cash in a transaction valued at roughly $215 million.

To fund the transaction, slated to close in the third quarter of 2007, Great American Financial will use excess capital plus borrowings from American Financial, according to a company news release.

"We believe this transaction is beneficial to American Financial Group and its shareholders while being fair to Great American Financial Resources minority shareholders," American Financial's co-chief executive officers Craig Lindner and Carl Lindner III said in the release.

"It allows us to use our excess capital to increase our ownership of a specialty-focused business that supports our strategic initiatives. It simplifies the AFG organization and results in immediate expense savings through the elimination of a public company and allows for other synergies that will provide efficiencies over time."

American Financial, through Great American Insurance Group, is a Cincinnati, Ohio, property and casualty insurance company.

Acquirer:American Financial Group, Inc.
Target:Great American Financial Resources, Inc.
Transaction value:$215 million
Payment per share:$23.50
Announcement date:Feb. 22
Expected closing:Third quarter of 2007
Stock price for acquirer:Nasdaq: AFG: $36.36 on Feb. 21
Stock price for target:NYSE: GFR: $21.69 on Feb. 21

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