Kemper Corporation (NYSE:KMPR) Files An 8-K Results of Operations and Financial ConditionItem 2.02.
Beginning on February13, 2018,Kemper Corporation (the “Company”) intends to present the materials filed herewith as Exhibit 99.1 to this current report on Form 8-K in investor and earnings call presentations that relate to its financial results for thefourthquarter of2017 and the Agreement and Plan of Merger, dated as of February13, 2018 (the “Merger Agreement”), by and among the Company, Vulcan Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Infinity Property and Casualty Corporation. The information contained in this Item 2.02 of this current report on Form 8-K and such materials filed herewith is being furnished and not filed to Instruction B.2 of Form8-K and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Cautionary Statements Regarding Forward-Looking Information
This current report on Form 8-K 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 transaction involving the Company, Merger Sub and Infinity, including, without limitation, the receipt of stockholder and regulatory approvals (including approvals, authorizations and clearance by antitrust authorities and insurance regulators necessary to complete such proposed merger transaction) on the terms desired or anticipated (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of such proposed merger transaction); (b) unanticipated difficulties or expenditures relating to such proposed merger transaction; (c)risks relating to the value of the shares of the Company’s common stock to be issued in such proposed merger transaction; (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 transaction, 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 following announcement of such proposed merger transaction; and (f)those factors listed in annual, quarterly and periodic reports filed by the Company and Infinity with the Securities and Exchange Commission (the “SEC”), whether or not related to such proposed merger transaction.
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 Form 8-K 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.
Additional Information Regarding the Transaction and Where to Find It
This communication 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 communication is being made in respect of the proposed merger transaction involving the Company, a wholly-owned subsidiary of the Company and Infinity, among other things. The proposed issuance of shares of Company common stock in connection with the proposed merger transaction will be submitted to the stockholders of the Company for their consideration, and the proposed merger transaction will be submitted to the shareholders of Infinity for their consideration. In connection therewith, the parties intend to
file relevant materials with the SEC, including a definitive joint proxy statement/prospectus, which will be mailed to the stockholders of the Company and the shareholders of Infinity. However, such documents are not currently available. BEFORE MAKING ANY VOTING OR 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 TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION. Investors and security holders may obtain free copies of the definitive joint proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about each of the Company and Infinity, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be 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 email@example.com. Copies of the documents filed with the SEC by Infinity will be 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 firstname.lastname@example.org
Participants in the Solicitation
The Company and Infinity, and their respective directors and executive officers, certain other members of their respective management and certain of their respective employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger transaction. Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March24, 2017, its annual report on Form10-K for the fiscal year ended December31, 2016, which was filed with the SEC on February13, 2017, and information about the directors and executive officers of Infinity is setforth in its proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on April11, 2017, and its annual report on Form10-K for the fiscal year ended December31, 2016, which was filed with the SEC on February28, 2017, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus and other relevant materials to be filed withthe SEC when they become available.
|Item 2.02.||Financial Statements and Exhibits.|
KEMPER Corp ExhibitEX-99.1 2 d539981dex991.htm EX-99.1 EX-99.1 Fourth Quarter 2017 Earnings | Kemper to Acquire Infinity P&C February 13,…To view the full exhibit click
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.