FMG Acquisition Corp. (OTCBB: FMGQ; FMGQW; FMGQU) (“FMG”
or the “Company”)
announced today that it has commenced its previously announced
conditional tender offer to purchase up to 3,320,762 shares of its
common stock at a purchase price of $8.05 per share. The tender offer
commenced Friday, August 29, 2008 and will expire, unless extended, at
5:00 p.m. Eastern time, on September 29, 2008 and will be available to
all holders of outstanding shares of FMG’s
common stock excluding shares held by FMG’s
sponsor, officers, directors and special advisor. Tenders of shares must
be made on or prior to the expiration of the tender offer and may be
withdrawn at any time on or prior to the expiration of the tender offer.
FMG intends to finance the tender offer from the cash proceeds it
receives from the previously announced issuance of its 11% Notes and
other available cash resources.
Date for Special Meeting of Shareholders Set for September 29, 2008
The Company also announced that stockholders of record as of September
5, 2008 (the “Record Date”)
will be invited to attend FMG’s special
meeting of stockholders to vote on, or submit a proxy to vote on, among
other matters, a proposal to approve the Agreement and Plan of Merger,
dated as of April 2, 2008, and amended and restated on August 15, 2008,
among FMG and United Insurance Holdings, LC (“United”).
The special meeting is scheduled to be held on September 29, 2008, but
may be changed to another date upon the registration statement with the
Securities and Exchange Commission being declared effective. The full
meeting agenda will be detailed in the proxy statement, which is
expected to be mailed to all stockholders of record on or about
September 8, 2008.
Additional Information Concerning the Tender Offer
FMG will purchase all shares properly tendered and not properly
withdrawn in the tender offer. However, if more than the number of
shares the Company seeks to purchase are properly tendered, FMG may
purchase such shares on a pro rata basis, as specified in the Offer to
Purchase relating to the tender offer that has been filed with the
Securities and Exchange Commission and distributed to stockholders. The
tender offer is not subject to a minimum number of shares being
tendered. However, FMG’s obligation to
complete the tender offer is subject to certain conditions, including
the consummation of its merger with United, as described in the Offer to
Purchase.
The information agent for the tender offer is MacKenzie Partners, Inc.
The Depositary for the tender offer is Continental Stock Transfer &
Trust Company. The Offer to Purchase, Letter of Transmittal and related
documents are being mailed to stockholders of record and will be made
available for distribution to beneficial owners of FMG’s
common stock.
Ensuring Your Vote is Counted at the Shareholder Meeting
In advance of the Record Date, FMG advises holders of its common stock
to move these securities into accounts which do not permit the lending
of securities, so called cash accounts or segregated accounts, and out
of accounts that permit the lending of securities, such as margin
accounts.