March 5, 2021 by matray

The board of directors for NORCAL Mutual has begun solicitation of policyholders to vote on NORCAL’s plan to convert from a mutual company to a stock company and to elect the form of payment they wish to receive if the conversion occurs.

On Feb. 20, 2020, ProAssurance Corp. and NORCAL Group announced the signing of a definitive agreement under which NORCAL would become a part of ProAssurance in a $450 million transaction following its demutualization. The demutualization and the acquisition agreement are mutually contingent and subject to required regulatory and policyholder approvals.

As part of this process, ProAssurance’s transfer agent Computershare has mailed documentation and materials to NORCAL’s eligible policyholders. Further, ProAssurance has begun solicitation of policyholders who elect to receive NORCAL stock in the conversion, asking them to respond to the tender offer and agree to sell those shares on the terms of the offer. Policyholders who elect NORCAL stock and tender it to ProAssurance will receive their allocated share of the $450 million cash transaction proceeds and be eligible for a share of Contingent Consideration in an amount of up to $150 million, depending upon development of NORCAL’s ultimate net losses between Dec. 31, 2020, and Dec. 31, 2023.

Eligible NORCAL policyholders can visit https://norcalconversion.com using login credentials provided in the documents mailed by Computershare, wherein they will be able to cast their vote on NORCAL’s Plan of Conversion and elect their desired form of payment.

The general public may visit https://www.norcal-group.com/pra for copies of documents and more information about the proposed transaction.