American Fin. To Acquire Remaining Stake In National Interstate For $293 Mln

(RTTNews) - Insurance holding company American Financial Group, Inc. (AFG) Monday said it has proposed to acquire all of the outstanding common shares of National Interstate Corp. (NATL) that are not currently owned by AFG's wholly-owned subsidiary, Great American Insurance Co. or GAIC for $30 per share in cash or an aggregate purchase price of around $293 million.

GAIC owns approximately 51 percent of the outstanding National Interstate common sharesThe proposed transaction will not be subject to a financing condition.

The offered price represents a 32.7 percent premium over National Interstate's last closing price and represents 1.70x multiple of National Interstate's book value per share excluding unrealized gains on fixed maturities as of December 31.

Carl Lindner III and Craig Lindner, co-chief executive officers of AFG said, "Our proposal represents an attractive opportunity for National Interstate's shareholders to receive a significant premium to National Interstate's current and recent share prices."

AFG said it expects that the National Interstate board of directors will appoint a new special committee to consider the proposed transaction and make a recommendation.

AFG also noted that it will not move forward with the transaction unless it is approved by such special committee. None of the National Interstate directors who are current or former executive officers of GAIC or AFG will participate in the consideration of the AFG proposal by National Interstate, the special committee or the special committee's advisors.