The Doctors Company to Acquire ProAssurance Corporation for $25.00 per Share in Cash
The Doctors Company, the largest physician-owned medical malpractice insurer, has announced the acquisition of ProAssurance (NYSE: PRA) for $25.00 per share in cash. The deal values ProAssurance at approximately $1.3 billion, representing a 60% premium over ProAssurance's closing price on March 18, 2025.
The combined entity will have assets of approximately $12 billion. The transaction, unanimously approved by ProAssurance's Board of Directors, is expected to close in the first half of 2026, subject to shareholder and regulatory approvals. Upon completion, ProAssurance will become a wholly owned subsidiary of The Doctors Company and will be delisted from the NYSE.
The Doctors Company, il più grande assicuratore di responsabilità medica di proprietà dei medici, ha annunciato l'acquisizione di ProAssurance (NYSE: PRA) per 25,00 dollari per azione in contante. L'accordo valuta ProAssurance a circa 1,3 miliardi di dollari, rappresentando un premio del 60% rispetto al prezzo di chiusura di ProAssurance del 18 marzo 2025.
La nuova entità avrà attivi per circa 12 miliardi di dollari. La transazione, approvata all'unanimità dal Consiglio di Amministrazione di ProAssurance, dovrebbe concludersi nella prima metà del 2026, soggetta all'approvazione degli azionisti e delle autorità di regolamentazione. Al termine, ProAssurance diventerà una filiale interamente controllata da The Doctors Company e sarà rimossa dalla NYSE.
The Doctors Company, el mayor asegurador de responsabilidad médica de propiedad de médicos, ha anunciado la adquisición de ProAssurance (NYSE: PRA) por 25,00 dólares por acción en efectivo. El acuerdo valora a ProAssurance en aproximadamente 1.3 mil millones de dólares, representando una prima del 60% sobre el precio de cierre de ProAssurance del 18 de marzo de 2025.
La entidad combinada tendrá activos de aproximadamente 12 mil millones de dólares. La transacción, aprobada unánimemente por la Junta Directiva de ProAssurance, se espera que se cierre en la primera mitad de 2026, sujeta a la aprobación de los accionistas y reguladores. Al finalizar, ProAssurance se convertirá en una subsidiaria de propiedad total de The Doctors Company y será eliminada de la NYSE.
The Doctors Company, 의사 소유의 가장 큰 의료 과실 보험 회사가 ProAssurance (NYSE: PRA)를 주당 25.00달러에 현금으로 인수한다고 발표했습니다. 이 거래는 ProAssurance의 가치를 약 13억 달러로 평가하며, 2025년 3월 18일 ProAssurance의 종가에 비해 60%의 프리미엄을 나타냅니다.
합병된 회사는 약 120억 달러의 자산을 보유하게 됩니다. ProAssurance의 이사회에서 만장일치로 승인된 이 거래는 주주 및 규제 기관의 승인을 조건으로 2026년 상반기 내에 마무리될 것으로 예상됩니다. 완료되면 ProAssurance는 The Doctors Company의 완전 자회사로 전환되며 NYSE에서 상장 폐지됩니다.
The Doctors Company, le plus grand assureur de responsabilité médicale détenu par des médecins, a annoncé l'acquisition de ProAssurance (NYSE: PRA) pour 25,00 $ par action en espèces. L'accord valorise ProAssurance à environ 1,3 milliard de dollars, représentant une prime de 60 % par rapport au prix de clôture de ProAssurance du 18 mars 2025.
L'entité combinée disposera d'actifs d'environ 12 milliards de dollars. La transaction, approuvée à l'unanimité par le conseil d'administration de ProAssurance, devrait être finalisée au cours de la première moitié de 2026, sous réserve de l'approbation des actionnaires et des autorités de régulation. Une fois finalisée, ProAssurance deviendra une filiale entièrement détenue de The Doctors Company et sera retirée de la NYSE.
The Doctors Company, der größte von Ärzten geführte Anbieter von medizinischer Haftpflichtversicherung, hat die Übernahme von ProAssurance (NYSE: PRA) für 25,00 USD pro Aktie in bar angekündigt. Der Deal bewertet ProAssurance auf etwa 1,3 Milliarden USD, was einem Aufschlag von 60 % gegenüber dem Schlusskurs von ProAssurance am 18. März 2025 entspricht.
Die fusionierte Einheit wird über Vermögenswerte von etwa 12 Milliarden USD verfügen. Die Transaktion, die einstimmig vom Vorstand von ProAssurance genehmigt wurde, soll in der ersten Hälfte des Jahres 2026 abgeschlossen werden, vorbehaltlich der Genehmigung durch die Aktionäre und Aufsichtsbehörden. Nach Abschluss wird ProAssurance eine hundertprozentige Tochtergesellschaft von The Doctors Company und wird von der NYSE delistet.
- 60% premium offered to shareholders over market price
- Significant transaction value of $1.3 billion in cash
- Combined entity will have substantial assets of $12 billion
- Expansion of market presence and service capabilities in medical liability insurance
- Unanimous board approval indicates strong corporate alignment
- Loss of independent public trading status for PRA shareholders
- Regulatory approval risk could delay or prevent deal completion
- Integration challenges between two large insurance providers
Insights
The acquisition of ProAssurance by The Doctors Company at
The deal unites two specialized medical liability insurers with similar founding principles, creating a considerably larger entity with combined assets of
The transaction structure provides certainty to ProAssurance shareholders through several mechanisms: the all-cash format eliminates market risk associated with stock-based deals; the acquisition is not subject to financing conditions, indicating The Doctors Company has secured necessary funding; and ProAssurance's Board has unanimously approved the transaction, signaling their confidence in the deal's value proposition.
While the projected closing timeline (first half of 2026) is lengthy compared to typical acquisitions, this likely reflects the complex regulatory approval process for insurance company transactions. The agreement includes customary closing conditions, including shareholder and regulatory approvals, representing the primary remaining hurdles to completion.
This acquisition represents significant consolidation in the specialized medical liability insurance sector, potentially creating economies of scale in a highly regulated industry where operational efficiency and risk diversification are important competitive advantages.
Addition of ProAssurance Corporation fortifies the promise of The Doctors Company to the medical professional liability market for generations to come
“We are excited to further our mission to advance, protect, and reward the practice of good medicine to an even greater number of healthcare providers across the nation,” commented Richard E. Anderson, MD, FACP, Chairman and Chief Executive Officer of The Doctors Company. “Healthcare is a team sport and the teams are getting larger. In order to provide them the best imaginable service requires a mission-based company with nationwide scale, resources and dedication to all medical professions and healthcare providers. The addition of ProAssurance to The Doctors Company significantly enhances our ability to serve healthcare professionals now and well into the future."
“This transaction will deliver significant value to our shareholders,” said Ned Rand, ProAssurance’s President and Chief Executive Officer. He added, “Both ProAssurance and The Doctors Company were founded by physicians in response to the medical liability crisis of the 1970s. Both companies have grown over the years by bringing together other physician-founded companies. This shared history has helped both companies fulfill our shared mission to protect others and given us similar operating philosophies and cultures. Bringing the strengths and capabilities of our companies together now will allow our teams to continue to serve today’s healthcare providers with the necessary scale and breadth of capabilities.”
The Board of Directors of ProAssurance has unanimously approved the transaction, and resolved to recommend that its shareholders approve the agreement. The transaction is expected to close in the first half of 2026, and is subject to customary closing conditions, including approval by ProAssurance’s stockholders and the receipt of regulatory approvals. The transaction is not subject to a financing condition. Upon completion of the transaction, ProAssurance’s common stock will no longer be listed on the New York Stock Exchange, and ProAssurance will become a wholly owned subsidiary of The Doctors Company.
Houlihan Lokey Capital, Inc. and Howden Capital Markets & Advisory are serving as financial advisors and Mayer Brown LLP is serving as legal counsel to The Doctors Company.
Goldman Sachs & Co. LLC is serving as financial advisor and Simpson Thacher & Bartlett LLP and Willkie Farr & Gallagher LLP are serving as legal counsel to ProAssurance.
About The Doctors Company
Founded and led by physicians, The Doctors Company (thedoctors.com), the nation’s largest physician-owned medical malpractice insurer, is relentlessly committed to advancing, protecting, and rewarding the practice of good medicine. The Doctors Company helps all healthcare providers manage the complexities of today’s healthcare environment—with expert guidance, resources, and coverage. The Doctors Company is part of TDC Group (tdcg.com), the nation’s largest physician-owned provider of insurance and risk management solutions. TDC Group serves the full continuum of care, from individual clinicians to academic medical systems—with over 110,000 healthcare professionals and organizations nationwide—with annual revenue of
About ProAssurance Corporation
ProAssurance is an industry-leading specialty insurer with extensive expertise in medical professional liability and products liability for medical technology and life sciences. ProAssurance also is a provider of workers’ compensation insurance in the eastern
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, but are not limited to, statements regarding the benefits and timeline for closing the proposed transaction with The Doctors Company, and the future growth and financial outlook for the combined company. Forward-looking statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction, result in the imposition of conditions that could reduce the anticipated benefits of the proposed transaction, or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that the ProAssurance’s stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to the anticipated benefits of the proposed transaction or other commercial opportunities not being fully realized or taking longer to realize than expected; the competitive ability and position of the combined company; risks related to uncertainty surrounding the proposed transaction and disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of ProAssurance; the risk of any unexpected costs or expenses or delay resulting from the proposed transaction; the risk of any litigation or regulatory action relating to the proposed transaction; the risk that either business may be adversely affected by other economic, business and/or competitive factors; the risk that restrictions during the pendency of the proposed transaction may impact either company’s ability to pursue certain business opportunities or strategic transactions; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of ProAssurance to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally; and risk related to general market, political, economic and business conditions. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “maintain,” “might,” “likely,” “plan,” “potential,” “predict,” “target,” “project,” “seek,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.
Further information on important risks and uncertainties that could cause ProAssurance’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risks described under the heading “Risk Factors” in ProAssurance’s Annual Report on Form 10-K filed on February 24, 2025 and subsequent filings, which should be read in conjunction with any forward-looking statements. All forward-looking statements in this press release are based on information available to ProAssurance as of the date hereof, and ProAssurance does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
Additional Information and Where to Find It
In connection with the proposed acquisition of ProAssurance by The Doctors Company, ProAssurance intends to file with the SEC preliminary and definitive proxy statements relating to such transaction and other relevant documents. The definitive proxy statement will be delivered to ProAssurance’s stockholders as of a record date to be established for voting on the proposed transaction and any other matters to be voted on at the special meeting relating to the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PROASSURANCE AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these documents (when they are available) on the SEC’s web site at www.sec.gov, on ProAssurance’s website at Investor.ProAssurance.com or by contacting ProAssurance’s Investor Relations department via email at InvestorRelations@ProAssurance.com.
Participants in the Solicitation
ProAssurance and its directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of ProAssurance in connection with the proposed transaction and any other matters to be voted on at the special meeting. Information regarding the names, affiliations and interests of such directors and executive officers will be included in the preliminary and definitive proxy statements (when available). Additional information regarding such directors and executive officers is included in ProAssurance’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2024, and subsequent statements of changes in beneficial ownership on file with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of ProAssurance’s stockholders in connection with the proposed transaction and any other matters to be voted upon at the special meeting will be set forth in the preliminary and definitive proxy statements (when available) for the proposed transaction. These documents are available free of charge as described in the preceding paragraph.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250319472946/en/
ProAssurance Media Contact
Heather J. Wietzel • SVP, Investor Relations 800-282-6242 • 205-776-3028 • InvestorRelations@ProAssurance.com
The Doctors Company Media Contact
Kelly Cinelli • AVP, Public Relations 707-226-0754 • kcinelli@thedoctors.com
Source: ProAssurance Corporation
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