May 6, 2021 by matray

ProAssurance Corp. announced its acquisition of NORCAL Mutual Insurance Co. was completed May 5, 2021. NORCAL’s members approved the transaction at a special meeting on April 26.

Under terms of a previously announced agreement, NORCAL became part of ProAssurance following its demutualization. Through its tender offer to NORCAL policyholders who elected to receive stock in the conversion of NORCAL Mutual, ProAssurance has acquired over 98% of the stock of NORCAL Insurance Co., the successor to NORCAL Mutual. The base consideration for the transaction at closing is $441 million.

“The completion of the NORCAL transaction marks a significant milestone in our Mission to Protect Others,” said Ned Rand, ProAssurance Corp. president and chief executive officer. “NORCAL is one of the leading writers of medical professional liability insurance in the country. We believe their contributions to our customers and culture will expand our product capabilities with broader geographic scale and efficiencies and will support a true nationwide platform to deliver value to our customers and stakeholders. We are delighted to welcome NORCAL’s employees and policyholders to our family.”

Sandra Beretta, MD, immediate past chairperson of NORCAL’s Board of Directors, said, “I am delighted that NORCAL is now officially partners with such an impressive organization. NORCAL has been a stable, long-time participant in the medical professional liability insurance marketplace, and the combination with ProAssurance will bring policyholders further confidence, knowing NORCAL will be able to offer them an even higher level of financial security and service.”

“ProAssurance’s financial strength, diverse risk transfer capabilities, success in integrating acquisitions, and — most importantly — its focus on policyholder success were the key factors in the decision to join with them,” she continued. “NORCAL has protected physicians and other healthcare professionals for more than four decades. As part of the ProAssurance family, NORCAL has increased its ability to serve its policyholders for many years to come.”

Policyholders who elected to receive NORCAL stock and tender it to ProAssurance will receive their allocated share of the converted company’s equity in cash, and are eligible for a share of Contingent Consideration in an amount of up to approximately $83 million depending upon development of NORCAL’s ultimate net losses between Dec. 31, 2020, and Dec. 31, 2023. ProAssurance is funding the transaction with $248 million of cash on hand, and NORCAL will pay $2 million to policyholders who elected to receive the discounted cash option for their allocated share of the converted equity. The remainder of the base consideration, approximately $191 million, is in the form of contribution certificates issued to certain NORCAL policyholders in the conversion of NORCAL Mutual, and those instruments are an obligation of NORCAL Insurance Co. Base consideration and maximum contingent consideration are subject to non-material change as the equity allocation is reviewed and finalized post close.