FBL Financial Group Special Committee Sends Letter to Shareholders Regarding Proposed Transaction With Farm Bureau Property & Casualty Insurance Company
FBL Financial Group (NYSE:FFG) announced a definitive agreement for Farm Bureau Property & Casualty Insurance Company to acquire all outstanding shares of FBL Financial Group's Class A and Class B common stock for $56.00 per share in cash. A Special Meeting of Shareholders is scheduled for April 29, 2021, to vote on the transaction. The deal offers a premium of 30% to 40% over the company's standalone value. The Special Committee recommends shareholders vote 'FOR' the transaction, despite opposition from Institutional Shareholder Services, which the company believes overlooks critical facts.
- Shareholders set to receive $56.00 per share, providing immediate cash value.
- The transaction offers a 30% to 40% premium over the company's standalone value.
- Glass Lewis has recommended shareholders vote in favor of the transaction.
- Opposition from Institutional Shareholder Services may create uncertainty among shareholders.
- Concerns about the company's weaker financial performance compared to peers.
FBL Financial Group, Inc. (NYSE:FFG) (“FBL Financial Group”) today sent the following letter to shareholders regarding the previously announced definitive agreement under which Farm Bureau Property & Casualty Insurance Company (“FBPCIC”) will acquire all of the outstanding shares of FBL Financial Group Class A and Class B common stock, excluding shares owned by FBPCIC and the Iowa Farm Bureau Federation, for
April 20, 2021
Dear Fellow Shareholder,
The Special Meeting of Shareholders to vote on the proposed sale of FBL Financial Group, Inc. (“FBL Financial Group” or the “Company”) to Farm Bureau Property & Casualty Insurance Company (“FBPCIC”) is fast approaching on April 29, 2021, and shareholders have a very important decision to make.
Your vote FOR the transaction on the WHITE proxy card is critical to securing your
Consider the Facts Before Casting Your Vote
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Independent Proxy Advisor Recommendation. Glass Lewis & Co. (“Glass Lewis”), a leading independent proxy advisory firm, has recommended that FBL Financial Group’s shareholders vote “FOR” the proposed transaction, reinforcing our strong view that this is the right transaction.
- In its report, Glass Lewis notes that the analysis presented by Capital Returns Management (“CRM”) in its opposition to the transaction is “largely flawed and lacking in the necessary nuance” and acknowledges that “reasonable safeguards” were put in place by FBL Financial Group’s Board of Directors (the “Board”) to protect the Company’s unaffiliated shareholders. 1
- Rigorous and Independent Process. The proposed transaction follows an in-depth three-month process undertaken by the Special Committee of the Board (the “Special Committee”), made up of independent and unaffiliated directors and supported by independent legal and financial advisors.
- Detailed Analysis. The Special Committee carefully evaluated FBPCIC’s offer with the support of independent financial advisors based on several methodologies, including a detailed intrinsic valuation analysis and an actuarial report, and in the context of the Company’s long-term prospects for value creation.
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Compelling Value vs. Standalone Prospects. The
$56.00 per share offer represents a30% to40% premium to the Company’s standalone implied value if it were to trade in line with peers on an earnings multiple basis.
After careful review and vigorous negotiation – and in light of the meaningful headwinds facing the Company – the Special Committee is confident that this is the right transaction for FBL Financial Group’s unaffiliated shareholders.
Do Not be Misled
Institutional Shareholder Services, Inc. (“ISS”), another proxy advisory firm, issued a report recommending that shareholders vote against the transaction. We believe that the ISS report ignores important facts regarding the Special Committee’s process, FBL Financial Group’s standalone prospects, weaker financial performance relative to industry peers and the compelling valuation offered by the transaction. Our strong view is that following the ISS recommendation could lead unaffiliated shareholders to leave significant value on the table.
Our view is reiterated by Glass Lewis, which notes that it has “significant doubts whether the Company’s common shares would be able to sustain trading at a price level consistent with the merger consideration in the absence of the proposed merger.” 2
In addition, we believe, as highlighted in the Glass Lewis report, that CRM’s analysis is misleading and their perspective is flawed. The proposed transaction reflects months of tough negotiation, rigorous analysis by financial experts with deep insurance industry expertise, and the thoughtful consideration of a highly-qualified Special Committee comprised of unaffiliated, independent Directors focused on maximizing value for fellow unaffiliated shareholders. We confidently urge shareholders to vote FOR the proposed transaction on the WHITE proxy card today.
Your Vote is Important! Secure Your Cash Value and Vote for the Proposal on the WHITE Proxy Card Today!
Your vote is important, as a failure to vote will have the same effect as a vote against the transaction. No matter how many shares you own, we urge you to sign and return the enclosed WHITE proxy card and vote FOR the proposal to approve the transaction and secure your certain, immediate and compelling value of
Sincerely,
The Special Committee of the FBL Financial Group Board of Directors
About FBL Financial Group
FBL Financial Group is a holding company with the purpose to protect livelihoods and futures. Operating under the consumer brand name Farm Bureau Financial Services, its affiliates offer a broad range of life insurance, annuity and investment products distributed by multiline exclusive Farm Bureau agents. Helping complete the financial services offering, advisors offer wealth management and financial planning services. In addition, FBL Financial Group manages all aspects of two Farm Bureau affiliated property-casualty insurance companies for a management fee. Headquartered in West Des Moines, Iowa, FBL Financial Group is traded on the New York Stock Exchange under the symbol FFG. For more information, please visit www.fblfinancial.com and www.fbfs.com.
Additional Information and Where to Find It
In connection with the proposed transaction, FBL Financial Group has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A and a Schedule 13e-3 Transaction Statement, and may file other documents with the SEC regarding the proposed transaction. This press release is not a substitute for the definitive proxy statement or any other document that FBL Financial Group may file with the SEC. INVESTORS IN, AND SECURITY HOLDERS OF, FBL FINANCIAL GROUP ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the definitive proxy statement and accompanying WHITE proxy card, any amen
FAQ
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