Proassurance Corporation · NYSE:PRA
Proassurance — Merger or Acquisition (February 2020)
11 slides from Proassurance's merger presentation, Feb 21, 2020
Slide 1: Acquisition of NORCAL: Stronger, Better Positioned HCPL Specialty Insurer
February 20, 2020 Acquisition of NORCAL Stronger, Better Positioned HCPL Specialty Insurer
Slide 2: Important Safe Harbor & Non-GAAP Notices
IMPORTANT SAFE HARBOR & NON-GAAP NOTICES Forward Looking Statements This presentation contains Forward Looking Statements and other information designed to convey our projections and expectations regarding future results. There are a number of factors which could cause our actual results to vary mat
Slide 3: Overview of NORCAL Group
Overview of NORCAL Group NORCAL Group Overview Select NORCAL Group Companies „ Established in 1975 as a policyholder- „ NORCAL is one of the leading providers of medical owned and physician directed medical professional insurance companies in the country with professional liability insurance carrier
Slide 4: Stronger, Better Positioned HCPL Specialty Insurer
Stronger, Better Positioned HCPL Specialty Insurer1 1 Enhanced Scale and Capabilities 9 Positions company as #3 player in the industry 9 Enhances ProAssurance’s HCPL business: adds additional scale, capabilities and strong California presence 9 Ability to underwrite larger risks from integrated syst
Slide 5: NORCAL Acquisition Transaction Details
NORCAL Acquisition Transaction Details „ ProAssurance will purchase all of the outstanding stock of NORCAL Group following the Transaction demutualization „ $450 million in cash, expected to be funded by $200 million in debt and $250 million of excess capital¹ „ Up to $150 million of additional cons
Slide 6: Combination Creates the #3 HCPL Insurer in the U.S.
1 2 Combination Creates the #3 HCPL Insurer in the U.S. $ 1,800 18.0 % $ 1,550 Pro Forma Top Ten Market Share by DPW $ 1,600 ($ in millions) 16.0 % 16.7 % $ 1,400 14.0 % $ 1,200 12.0 % $ 909 1 $ 1,000 $ 816 10.0 % 9.8 % $ 800 8.0 % 8.8 % $ 600 $ 512 6.0 % $ 475 $ 446 5.5 % $ 342 $ 340 $ 400 5.1 % 4.
Slide 7: Combination Creates the #3 HCPL Insurer in the U.S.
1 2 Combination Creates the #3 HCPL Insurer in the U.S. + Product Liability Other Liability $35m $38m Product Liability Other Liability Hospitals Facilities $35m $38m $1m Facilities Other HCP $3m $18m $5m Physicians Workers' Workers' $314m Comp Comp $283m $283m + = Physicians Physicians $646m $333m
Slide 8: Value Creation for Customers and Stakeholders
3 Value Creation for Customers and 4 Stakeholders Protecting More Physicians Financial Benefits 9 Significant annual pre-tax synergies over $18mm 9 Combined company will serve 86k+ healthcare professionals — Synergies focused on removing redundancies and strengthening the business for go-forward str
Slide 9: Strategic Alignment and Rationale
5 Strategic Alignment and Rationale Provides a Strong, Shared Foundation In addition to the scale benefits of large HCPL players, ProAssurance and NORCAL bring complementary skills, history, and a shared vision to the combined entity to create the leading organization in the HCPL industry + „ Physic
Slide 10: ProAssurance's Proven History of Successful Acquisitions
5 ProAssurance’s Proven History of Successful Acquisitions 1995 Acquisition 2005 Acquisition 2009 Acquisition & 2014 Acquisition 1998 Demutualization/Merger 2008 Acquisition Forms ProNational 1996 Acquisition 2012 Acquisition 2001 ProNational & Medical Assurance Merge to Form ProAssurance& OHiC 1995
Slide 11: Acquisition of NORCAL: Stronger, Better Positioned HCPL Specialty Insurer
Acquisition of NORCAL: Stronger, Better Positioned HCPL Specialty Insurer 1 Enhanced Scale and Capabilities 2 Product, Customer, & Geographic Diversification 3 Conservatively Priced and Financed Transaction 4 Value Creation for Customers and All Key Stakeholders 5 Strong Strategic Alignment and Rati