Investigation Overview
July 29, 2016 (Update) - on July 25, 2016, National Interstate Corporation (Nasdaq:NATL) announced that it has entered into an agreement with Great American Insurance Company, a wholly-owned subsidiary of American Financial Group, Inc., in which Great American will acquire the approximately 49% of the Company's issued and outstanding common shares that Great American does not presently own. Under the terms of the proposed merger, National Interstate shareholders will receive $32.00 in cash for each share of National Interstate common stock they hold. In addition, National Interstate will pay a special dividend of $0.50 per common share upon the closing of the merger.
March 11, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of National Interstate Corporation (NASDAQ:NATL), was announced concerning whether the takeover of National Interstate by American Financial Group, Inc at $30 per share is unfair to NASDAQ:NATL stockholders.
The investigation by a law firm concerns whether certain officers and directors of National Interstate Corporation breached their fiduciary duties owed to NASDAQ:NATL investors in connection with the proposed acquisition.
On February 5, 2014, American Financial Group, Inc. (NYSE/NASDAQ: AFG) announced that its wholly-owned subsidiary Great American Insurance Company (GAIC) has commenced a tender offer to acquire all of the outstanding shares of National Interstate Corporation (NASDAQ:NATL) common stock not currently owned by them for $28.00 per share in cash without interest.
On March 7, 2016, American Financial Group, Inc.(NYSE: AFG) announced that it has proposed to acquire all of the outstanding common shares of National Interstate Corporation (Nasdaq: NATL) that are not currently owned by American Financial Groups wholly-owned subsidiary, Great American Insurance Company (GAIC), for $30.00 per share in cash.
However, given that Great American Insurance Company owns approximately 51% of the outstanding National Interstate common shares, the investigation concerns whether the offer is unfair to NASDAQ:NATL stockholders. More specifically, the investigation concerns whether the National Interstate Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
National Interstate Corporation reported that its annual Total Revenue rose from $468.52 million in 0211 to $602.94 million in 2014.
Shares of National Interstate Corporation (NASDAQ:NATL) reached as high as $35.13 per share in mid 2013.