Kemper Corporation (NYSE:KMPR) Files An 8-K Other EventsItem 8.01. Other Events.
| • | Those holders of Infinity Common Stock (not including Excluded Shares) that did not make a valid election prior to the Election Deadline will be deemed to have elected to receive the Mixed Consideration with respect to their shares of Infinity Common Stock and will be entitled to receive 1.2019 shares of Company Common Stock and $51.60 in cash, without interest, for each share of Infinity Common Stock held immediately prior to the Effective Time. |
Insurance Regulatory Approvals and Closing Timing
On June28, 2018, the Company and Infinity issued a joint press release announcing that the parties to the Merger Agreement have received all insurance regulatory clearances and approvals that are conditions precedent to the closing of the Merger to the Merger Agreement. The Company and Infinity expect to close the Merger on July2, 2018.
A copy of the joint press release is filed herewith as Exhibit 99.1 to this Current Report on Form8-K/A and is incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form8-K/A may contain or incorporate by reference statements or information that are, include or are based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations, intentions, beliefs or forecasts of future events or otherwise for the future, and can be identified by the fact that they relate to future actions, performance or results rather than relating strictly to historical or current facts. Words such as “believe(s),” “goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),” “project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may,” “could” and variations of such words and other words and expressions of similar meaning are intended to identify such forward-looking statements. However, the absence of such words or other words and expressions of similar meaning does not mean that a statement is not forward-looking.
Any or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to place undue reliance on such statements. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict, and are not guarantees or assurances of future performance. No assurances can be given that the results and financial condition contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict, and can be affected by inaccurate assumptions or by known or unknown risks and uncertainties that may be important in determining actual future results and financial condition. The general factors that could cause actual results and financial condition to differ materially from those expressed or implied include, without limitation, the following: (a)the satisfaction or waiver of the conditions precedent to the consummation of the proposed Merger involving the Company, Merger Sub and Infinity; (b)unanticipated difficulties or expenditures relating to such proposed Merger; (c)risks relating to the value of the shares of the Company’s common stock to be issued in such proposed Merger; (d)disruptions of the Company’s and Infinity’s current plans, operations and relationships with third persons caused by the announcement and pendency of such proposed Merger, including, without limitation, the ability of the combined company to hire and retain any personnel; (e)legal proceedings that may be instituted against the Company and Infinity in connection with such proposed Merger; and (f)those factors listed in annual, quarterly and periodic reports filed by the Company and Infinity with the SEC, whether or not related to such proposed Merger.
The Company assumes no, and expressly disclaims any, duty or obligation to update or correct any forward-looking statement as a result of events, changes, effects, states of facts, conditions, circumstances, occurrences or developments subsequent to the date of this Current Report on Form8-K/A or otherwise, except as required by law. Readers are advised, however, to consult any further disclosures the Company makes on related subjects in its filings with the SEC.
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Additional Information About the Transaction and Where to Find It
This Current Report on Form8-K/A does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This Current Report on Form8-K/A relates to the proposed Merger involving the Company, Merger Sub and Infinity, among other things. In connection therewith, the Company filed with the SEC a Registration Statement on FormS-4 that includes a definitive joint proxy statement of the Company and Infinity and also constitutes a definitive prospectus of the Company, and each of the Company and Infinity may be filing with the SEC other documents regarding the proposed transaction. The Company and Infinity commenced mailing of the definitive joint proxy statement/prospectus to the Company’s shareholders and Infinity’s shareholders on April30, 2018. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS OF THE COMPANY AND/OR INFINITY ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and securityholders may obtain free copies of the definitive joint proxy statement/prospectus, any amendments or supplements thereto and other documents filed with the SEC by the Company and Infinity through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company are available free of charge under the “Investors” section of the Company’s website located at http://www.kemper.com or by contacting the Company’s Investor Relations Department at 312.661.4930 or investors@kemper.com. Copies of the documents filed with the SEC by Infinity are available free of charge under the “Investor Relations” section of Infinity’s website located at http://www.infinityauto.com or by contacting Infinity’s Investor Relations Department at 205.803.8186 or investor.relations@infinityauto.com.
Item 8.01. Financial Statements and Exhibits.
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KEMPER Corp ExhibitEX-99.1 2 d641289dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Press Release KEMPER AND INFINITY ANNOUNCE RECEIPT OF APPROVALS TO CLOSE ACQUISITION OF INFINITY CHICAGO and BIRMINGHAM,…To view the full exhibit click here
About Kemper Corporation (NYSE:KMPR)
Kemper Corporation is a diversified insurance holding company. The Company, through the subsidiaries, provides automobile, homeowners, life, health and other insurance products to individuals and businesses. The Company, through its subsidiaries, is engaged in the property and casualty insurance and life and health insurance businesses. The Company operates in two segments: Property & Casualty Insurance, and Life & Health Insurance. Its Property & Casualty Insurance segment’s products include personal automobile insurance, both standard and non-standard risks, homeowners insurance, other personal insurance and commercial automobile insurance. Its Property & Casualty Insurance segment distributes its products through independent agents and brokers. Its Life & Health Insurance segment’s products include individual life, accident, health and property insurance. Its Kemper Home Service companies focus on providing individual life and supplemental accident and health insurance products.