Item 1.01. Entry into a Material Definitive Agreement.
On
The Merger Agreement provides for the merger of Merger Sub with and into the
Company, with the Company surviving the merger (the "Merger"). Pursuant to the
transactions contemplated by the Merger Agreement, each outstanding Common Share
of the Company (other than shares held by the Company in treasury or by any
wholly-owned Company subsidiary, or held by Merger Sub or Parent, or held by
holders who have properly exercised dissenters' rights under applicable
Consummation of the Merger is subject to certain specified closing conditions,
including approval by the Company's shareholders as described below, expiration
or termination of applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, clearance by the Insurance Commissioner of
the
The Merger Agreement contains specified termination rights, including the right
of either the Company or Parent to terminate the Merger Agreement if the Merger
has not been consummated on or prior to
The Merger Agreement contains customary representations, warranties and covenants of the Company, including covenants to use reasonable best efforts to conduct its business in all material respects in the ordinary and usual course consistent with past practice during the interim period between the execution of the Merger Agreement and consummation of the Merger and not to engage in certain types of transactions during this interim period without the prior written consent of Parent. Each of the Company, Parent and Merger Sub agreed to use such party's respective reasonable best efforts to take all actions necessary to ensure that the conditions to closing are satisfied and to consummate the transactions contemplated by the Merger Agreement as promptly as practicable. However, in connection with obtaining the required regulatory approvals for the Merger, Parent is not obligated to take or refrain from taking any action or to suffer to exist any Burdensome Condition (as defined in the Merger Agreement).
Merger Sub, Parent and IFBF have also entered into a Rollover Agreement, dated
as of
The Merger Agreement was unanimously approved by a special committee consisting solely of independent and disinterested members of the Board of Directors (the "Board") of the Company (the "Special Committee") and by the Board, and the Special Committee and the Board unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated thereby are fair to, advisable and in the best interests of the Company and the shareholders of the Company (excluding IFBF and its affiliates, Parent and its affiliates, and the directors and officers of IFBF, Parent and each of their respective affiliates), (ii) approved and adopted the Merger Agreement, the Merger and the other transactions contemplated thereby and (iii) declared the advisability and recommended that shareholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby (the "Company Recommendation").
Pursuant to the Merger Agreement, the Company has agreed (i) that neither it nor any of its subsidiaries nor any of the officers, directors or employees of it or its subsidiaries (in their capacities as such) will, and (ii) to direct its investment bankers, attorneys, accountants, consultants and other advisors and representatives not to, initiate, solicit, encourage, induce or knowingly facilitate or assist any inquiries or the making, submission, announcement or commencement of any proposal or offer that constitutes, or would reasonably be expected to lead to, any "Acquisition Proposal", as further described in the Merger Agreement.
These restrictions are subject to provisions that permit the Special Committee
to participate in discussions with respect to an unsolicited Acquisition
Proposal if the Special Committee determines in good faith, after consultation
with its outside financial advisors and outside legal counsel, that such
Acquisition Proposal (a) constitutes or would reasonably be expected to lead to
a "Superior Proposal," as further described in the Merger Agreement, and
(b) that failure to enter into such discussions would be inconsistent with its
fiduciary duties under
The Special Committee is not permitted to (i) withdraw, suspend, modify or amend the Company Recommendation in any manner adverse to Parent or publicly propose to do any of the foregoing; (ii) fail to include the Company Recommendation in the proxy statement that the Company will issue in connection with the Merger Agreement and the Merger (the "Proxy Statement"), (iii) adopt, approve, endorse or recommend or otherwise declare advisable an Acquisition Proposal, (iv) at any time following receipt of an Acquisition Proposal, fail to publicly reaffirm its adoption, approval or recommendation of the Merger Agreement and the Merger as promptly as practicable (but in any event within 10 business days after receipt of Parent's reasonable written request to do so), or (v) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Securities Exchange Act of 1934 within 10 business days after commencement of such Acquisition Proposal (any of clauses (i), (ii), (iii), (iv) or (v) an "Adverse Company Recommendation"). However, the Special Committee may, in response to the receipt of a Superior Proposal or an "Intervening Event," as further described in the Merger Agreement, and subject to certain procedural requirements set forth in the Merger Agreement, make an Adverse Company Recommendation if the Special Committee determines, after consultation with its financial advisors and outside counsel, that failure to do so would be inconsistent with its fiduciary duties . . .
Item 8.01. Other Information
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJanuary 11, 2021 , by and amongFam Bureau Property andCasualty Insurance Company , 5400Merger Sub, Inc. andFBL Financial Group, Inc. 2.2* Rollover Agreement, dated as ofJanuary 11, 2021 , by and among 5400Merger Sub, Inc. and the shareholders ofFBL Financial Group, Inc. listed on Schedule I thereto 99.1 Press Release issued byFBL Financial Group, Inc. , dated as ofJanuary 11, 2021 99.2 Presentation Issued byFBL Financial Group, Inc. , dated as ofJanuary 11, 2021 104 Cover page Interactive Data File formatted as iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.
* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar
attachments have been omitted. The registrant hereby agrees to furnish a copy of
any omitted schedule or similar attachment to the
© Edgar Online, source