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May 10, 2005
Notice of Public Hearing to be held June 6, 2005
(Washington, DC) DISB announces that a public hearing on the proposed acquisition of control of and merger with domestic insurer, NCRIC Group, Inc. ("NCRIC"), by ProAssurance Corporation, will be held by the Commissioner of Insurance, Securities and Banking for the District of Columbia (the "Department") pursuant to the "Holding Company System Act of 1993 (DC Official Code § 31-703 (2001); DC Law 10-44 (1993), on June 6, 2005 at 10 am, 441 4th Street, NW, Old Council Chambers, Washington, DC 20001.
On April 15, 2005, pursuant to DC Official Code § 31-703(a)(2), ProAssurance filed with the Department a Form A Statement concerning the proposed acquisition of NCRIC, by ProAssurance, in a stock-for-stock transaction. The Commissioner has been charged with reviewing and approving the merger pursuant to the criteria found at DC Official Code § 31-703(g)(1)(A). Under the terms of the agreement, each holder of NCRIC common stock will have the right to receive 0.25 of a share of ProAssurance common stock for each share of NCRIC common stock. The exchange ratio is subject to adjustment in the event that the market price of ProAssurance stock prior to the closing either exceeds $44 or is less than $36 such that the exchange ratio would then be adjusted such that the value per NCRIC share would neither exceed $11 nor be less than $9, respectively. For more information regarding the transaction, please see either company's website: www.ncric.com or www.proassurance.com, or contact the Department to review the Form A filing.
At a public hearing, as prescribed by DC Official Code § 31-703(g)(2), the person filing the statement, the Insurer, any person to whom the Notice of Public Hearing was sent, and any party shall have the right to present evidence, examine and cross-examine witnesses, and offer oral and written arguments and, in connection therewith, shall be entitled to conduct discovery proceedings in the same manner as is presently allowed in the Superior Court of the District of Columbia. Any person who desires to participate in the public hearing as a party, other than the Applicant and the Insurer proposed to be acquired, must file a Motion to Intervene, pursuant to 26 DCMR 3806.7, which must be received no later than 4:30 pm on Monday, May 16, 2005. All discovery proceedings must be concluded not later than 3 days prior to the commencement of the public hearing. All inquiries, correspondence and pleadings should be sent to the attention of Mrs. Leslie Johnson, Hearing Officer, Attorney, District of Columbia Department of Insurance, Securities and Banking, 810 First Street, NE, Washington, DC 20002.
If a party or witness is deaf, or because of hearing impediment cannot readily understand or communicate the spoken English language, the party or witness may apply for the appointment of a qualified interpreter, or if any person requires special accommodations due to disability should notify Mrs. Leslie Johnson at (202) 442-7756, at least 10 business days in advance of the public hearing.
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