By Lisa Kerner
Charlotte, N.C., Oct. 16 - SCPIE Holdings Inc. agreed to be acquired by the Doctors Co. for $28 per share in a cash transaction valued at about $281 million.
The per-share price is a 27% premium over SCPIE's closing price on Oct. 15. A termination fee of 3% of the merger consideration, or about $8.4 million, payable by SCPIE is included in the companies' definitive agreement.
Details of the planned merger were included in a form 8-K filing with the Securities and Exchange Commission.
"Our board of directors believes this transaction delivers significant value to our stockholders," SCPIE chairman Dr. Mitchell S. Karlan said in a company news release.
The Doctors Co. said that once the merger is complete, it will expand its California market to include some 19,000 physicians and will become the largest provider of physician and surgeon professional liability insurance in the United States.
SCPIE was advised by Deutsche Bank Securities Inc., Latham & Watkins LLP and Richards, Layton & Finger LLP. The Doctors Co. was advised by Fox-Pitt Kelton Cochran Caronia Waller and Thelen Reid Brown Raysman & Steiner LLP.
Los Angeles-based SCPIE provides health-care liability insurance for physicians and other health-care providers, medical groups and health-care facilities.
The Doctors Co. is a physician-owned medical malpractice insurer located in Las Vegas.
| Acquirer: | The Doctors Co.
|
| Target: | SCPIE Holdings Inc.
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| Transaction total: | $281 million
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| Price per share: | $28.00
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| Termination fee: | $8.4 million
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| Announcement date: | Oct. 16
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| Expected closing: | Upon approvals
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| Stock price for target: | NYSE: SKP: $22.09 on Oct. 15
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