Nov. 4, 2009 (GlobeNewswire) --
CLEARWATER, Fla., Nov. 4, 2009 (GLOBE NEWSWIRE) -- Homeowners Choice, Inc. (Nasdaq:HCII), a Florida-based insurance holding company, announced today that its proposal to merge with 21st Century Holding Company (Nasdaq:TCHC) expired on Monday, Nov. 2, 2009, and it has ended for now its efforts to effect the merger. The proposal, publicly disclosed on Oct. 13, 2009, was an offer by Homeowners Choice of $1.00 in cash and one-half share of Homeowners Choice common stock for each share of 21st Century common stock. 21st Century announced its rejection of the proposed offer on Oct. 29, 2009.
In conjunction with the announcement, Paresh Patel, Chairman of the Board of Homeowners Choice, issued a statement addressed to the company's shareholders. In the statement, presented in a question and answer format, he explains the rationale behind the proposed merger, discusses the performance of Homeowners Choice and anticipates future profits.
In answer to the question "Will Homeowners Choice consider a hostile acquisition of 21st Century?" Patel's responds, "We may do so at a later date, but the current answer is no." On performance and future profits, Patel states, "Homeowners Choice has been profitable for eight consecutive quarters. And, I am pleased to state that we expect to be profitable in the third and fourth quarters of 2009."
Following is the full text of the statement.
To my fellow shareholders of Homeowners Choice, Inc.:
As you probably are aware, Homeowners Choice proposed a merger
with 21st Century Holding Company several weeks ago. A number of
you had questions about the transaction and the future of our
company. At the time, we asked for your patience as we thought it
inappropriate to discuss an ongoing situation. We noted your
questions and believe this is now the appropriate time for our
response.
What is the rationale behind the proposal?
When Homeowners Choice was founded, management outlined a
strategy for steady, prudent growth. We continue to implement
that strategy, which has produced the following results over the
past two years:
-- Increased book value from $2.50 to $6.83
-- Eight consecutive quarters of profitability
-- More than 53,000 policyholders
-- Proven capability of our management team to grow the business
A merger of Homeowners Choice and 21st Century represented an
opportunity to enhance shareholder value in continuance of our
growth strategy. 21st Century has an array of business lines
and geographic markets which would provide a combined entity
with diversification and avenues for growth. 21st Century,
however, has struggled in managing these valuable assets.
According to 21st Century Chief Executive Officer Michael Braun,
21st Century will not be profitable during the third and fourth
quarters of 2009. That means 21st Century will report losses in
four out of six quarters.
Mr. Braun blames these losses on the economic environment,
reinsurance costs and wind mitigation credits. We of course
sympathize with 21st Century since we face that same economic
environment and the same challenges of reinsurance costs and
wind mitigation credits. However, Homeowners Choice has been
profitable for eight consecutive quarters. And I am pleased to
state that we expect to be profitable in the third and fourth
quarters of 2009, reaching 10 consecutive quarters of
profitability.
Frankly, our track record indicates we could add substantial
Value to 21st Century's assets.
Beyond that, the combined entity would be larger, stronger and
better able to pursue growth. Also, a larger market
capitalization should be accompanied by greater share trading
volume and liquidity, which would make the shares more
attractive to institutional investors and ultimately lead to
a greater overall market valuation.
Did you undervalue 21st Century?
No. We believe we offered a fair price to 21st Century
shareholders. Publicly-held companies are valued each day
through their share prices. Those valuations are based on, among
other things, their assets, the performance of the management
team and future prospects.
21st Century has been trading below book value for more than a
year.