Mutual Capital Group (MCG) and ICC Holdings, parent company of Illinois Casualty Company, have announced a definitive merger agreement. Under the agreement, MCG will acquire all outstanding ICCH shares for $23.50 per share in cash.
The transaction, unanimously approved by both boards of directors, represents a total equity value of approximately $73.8 million. The acquisition price is 1.07 times ICCH’s book value as of March 31, 2024, a 48% premium to ICCH’s volume-weighted average stock price over the past 30 days, and a 42% premium to ICCH’s 52-week high closing price.
The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions, including approval by ICCH shareholders and receipt of regulatory approvals. Post-closing, ICCH will continue to operate as an independent subsidiary of MCG.
According to a news release, directors and executive officers of ICCH, controlling 25% of ICCH common stock, intend to vote in favor of the transaction. Tuscarora Wayne Insurance Company, a subsidiary of MCH holding 6.4% of ICCH common stock, also plans to vote for the transaction.
Griffin Financial Group, LLC is serving as a financial advisor to MCH and MCG, with Mutual Capital Investment Fund, LP, CIBC Bank, USA, and PS Bank providing financing. Janney Montgomery Scott, LLC rendered a fairness opinion to MCH and MCG, and Locke Lord LLP served as legal counsel.
Stonybrook Capital, LLC is serving as a financial advisor to ICCH, with Feldman Financial Advisors, Inc. providing a fairness opinion, and Stevens & Lee, P.C. acting as legal advisor.
Mutual Capital Group, based in Wyalusing, Pennsylvania, is the parent company of Mutual Capital Holdings, Inc., Mutual Capital Analytics, Inc., Mutual Capital Investment Fund, LP, Mutual Capital Services, Inc., Tuscarora Wayne Mutual Foundation, Tuscarora Wayne Insurance Company, Keystone National Insurance Company, Lebanon Valley Insurance Company, Glacier Capital Holdings, Glacier Auto Insurance Company, and Glacier Insurance Agency.
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