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Homeowners Choice Submits Proposal to Merge With 21st Century Holding Company
Tuesday, October 13, 2009 6:51 AM


(Source: PrimeNewswire)tracking


   Proposed Offer is for $1.00 in cash and 0.5 share of Homeowners
  Choice Common Stock for Each Share of 21st Century's Common Stock

   Proposed Offer Values 21st Century Stock At $5.30 Per Share, a
  Premium of Approximately 36 Percent Based On Oct 9, 2009 Closing
                              Prices

CLEARWATER, Fla., Oct. 13, 2009 (GLOBE NEWSWIRE) -- Homeowners Choice, Inc. (Nasdaq:HCII), a Florida-based provider of homeowners' insurance, today announced that it has delivered a letter to the board of directors of 21st Century Holding Company (Nasdaq:TCHC) expressing its interest in a potential business combination between the two companies.

In the letter addressed to Bruce Simberg, board chairman of 21st Century, Homeowners Choice Board Chairman Paresh Patel proposes to offer $1.00 in cash and 0.5 share of Homeowners Choice common stock for each share of 21st Century common stock. Based upon HCI's Oct. 9, 2009 closing price of $8.60, the proposed offer values 21st Century shares at $5.30 per share, a premium of approximately 36 percent over 21st Century's Oct. 9, 2009 closing price of $3.89.

"We believe a combination of the two companies would create a premier Florida-based insurance company mutually benefitting our companies, shareholders and employees while creating an entity stronger and better able to pursue growth," commented Patel. "We hope that the 21st Century board will exercise its fiduciary duties and engage in a complete and careful review of our expression of interest and give it the serious consideration it deserves. We believe the business combination is in the best interests of all stockholders and look forward to a prompt and favorable reply from the 21st Century board so Homeowners Choice can proceed on a mutually acceptable and friendly basis."

Following is the complete text of the letter from Patel to Simberg.



 October 12, 2009


 Mr. Bruce Simberg, Chairman
 21st Century Holding Company
 3661 West Oakland Park Boulevard, Suite 300
 Lauderdale Lakes, Florida 33311

 Dear Mr. Simberg:

      As you will no doubt recall, I contacted you via telephone
 earlier in the summer wishing to meet with you to discuss a
 potential combination of Homeowners Choice, Inc. ("HCI") and 21st
 Century Holding Company ("21st Century").  You indicated that if
 we had interest we should make a formal offer and your board would
 consider it.

      By letter dated August 20, 2009, we made a preliminary
 proposal to 21st Century in which we outlined the nature of the
 proposed merger as well as its potential benefits.

      Some days after our letter, I attempted to follow up to see
 if we could provide any further information or clarification to
 our proposal.  On September 4, 2009 we received a letter from
 Michael Braun, 21st Century's Chief Executive Officer and
 President, in which he expressed your board's intention not accept
 our preliminary proposal.

      We were disappointed to receive the letter because any
 serious consideration of our proposal should have entailed at
 least one conversation between the two companies.  As stated in
 our August 20, 2009 letter, we believe a combination of our two
 publicly-held companies would create a premier Florida-based
 insurance company mutually benefitting our companies, shareholders
 and employees. We would expect such combination of the companies
 to generate the following benefits:
 
        a. PROFITABILITY AND GROWTH. We understand 21st Century is
           trying to increase the policy count and geographic
           distribution of its homeowners' policies in Florida.
           HCI has demonstrated the capability to grow policy count
           rapidly while maintaining underwriting standards and
           profitability.  In two years HCI has grown from zero to
           60,000 policyholders. HCI already has 3,000 agencies
           under contract throughout Florida. HCI has been
           profitable for eight consecutive quarters. The same
           efficient, profitable growth strategy could be applied
           to the Federated National subsidiary of 21st Century.

        b. EXPANSION. 21st Century has a broad array of licenses to
           be exploited.  While HCI has focused on the Florida
           homeowners' insurance market, 21st Century has licenses
           for other lines of business and other states beyond
           Florida.  We believe that your licenses coupled with our
           cash and marketing capability would enhance the growth of
           these business lines and territories.

        c. SHAREHOLDERS.


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