Employers Mutual Casualty Company (‘EMCC’) made a bid to acquire the remaining 45.5% stake in EMC Insurance Group Inc. (NasdaqGS:EMCI) (‘EMCI’) for approximately $300 million on November 15, 2018. EMCC offered to pay $30 per EMCI share as consideration. On May 8, 2019, EMCC and EMCI entered into a definitive merger agreement pursuant to which EMCC will acquire all of the remaining 45.67% stake that it does not already own in EMCI for $36 per share in cash or a total of approximately $356 million. Each holder of EMCI outstanding stock options with an exercise price less than $36 per share will receive cash equal to the excess of $36 per share over the per share exercise price. Each outstanding and unvested share of restricted stock will be converted into the right to receive $36 per share, which right will continue to be subject to the vesting rules applicable to such award. Subject to certain exceptions for retired employees, each outstanding restricted stock unit will be converted into the right to receive cash equal to the product of $36 per share and the total number of shares of common stock underlying such restricted stock unit. EMCC expects to finance the purchase from existing cash balance and proceeds from a $150 million term loan from the Federal Home Loan Bank as well as potentially including proceeds from the issuance of surplus notes. The proposal is subject to approval of the EMCI’s special committee, the conversion of unvested executive officer and substantially all other employee equity awards, receipt of regulatory approvals, and other customary conditions to closing. The offer requires approval from a majority of the shares of EMCI not owned by the EMCC and the EMCC Directors or Executive Officers. The transaction is not subject to a financing condition. A special committee of EMCI Board, based on opinion from its financial advisor, determined that EMCC's proposal is in the best interests of EMCI and its minority shareholders and unanimously recommended the transaction to EMCI's Board, which approved the transaction (with Bruce G. Kelley recusing himself). As of June 21, 2019, EMC Insurance Group will held a shareholder meeting to approve the transaction. As of August 8, 2019, EMC Insurance Group announced to that it will hold a special meeting of shareholders on September 18, 2019. As of September 5, 2019, Glass Lewis and Institutional Shareholder Services have recommended EMCI shareholders to vote "FOR" the transaction. As of September 18, 2019, shareholders of EMC Insurance Group has approved the transaction. The transaction is anticipated to close in the second half of 2019. As of September 18, 2019, transaction is expected to close on September 19, 2019. Steven R. Barth and Spencer T. Moats of Foley & Lardner LLP acted as legal advisors to EMCC. Boenning & Scattergood acted as financial advisor to EMCC’s Board of Directors. The special committee of EMCI’s board of directors received legal advice from John Schwolsky and Laura L. Delanoy of Willkie Farr & Gallagher LLP. George Johns and Manu Singh of Sandler O'Neill + Partners LP acted as financial advisor and fairness opinion provider to EMCI's special committee in connection with the transaction. Sandler O'Neill + Partners LP will be paid total fee of $4.3 million including opinion fee of $1.5 million. Boenning will be paid fee of $0.25 million. D.F. King & Co., Inc. acted as the information agent to EMC Insurance Group and will receive a fee of approximately $30,000 for its services. Employers Mutual Casualty Company completed the acquisition of the remaining 45.5% stake in EMC Insurance Group Inc. (NasdaqGS:EMCI) on September 19, 2019. As a result of the merger, EMC Insurance Group is a privately-held, wholly owned subsidiary of Employers Mutual Casualty Company. On September 19, 2019, EMC Insurance Group notified The Nasdaq Global Select Market (Nasdaq) of the effectiveness of the merger. As a result, trading in the common stock on Nasdaq was suspended and EMC Insurance Group has requested Nasdaq to file with the Securities and Exchange Commission an application on Form 25 to remove the common stock from listing on Nasdaq. Pursuant to the merger agreement, all members of EMC Insurance Group's Board of Directors (Stephen A. Crane, Peter S. Christie, Jonathan R. Fletcher, Bruce G. Kelley and Gretchen H. Tegeler) resigned from the EMC Insurance Group's Board of Directors as of the effective time. Additionally, the members of the Board of Directors of Employers Mutual Casualty Company (Scott R. Jean, Mick A. Lovell and Mark E. Reese) became the directors of the surviving corporation and the officers of Employers Mutual Casualty Company became the officers of the surviving corporation immediately after the effective time.