Bristol West Holdings, Inc. To Be Acquired by Farmers Group, Inc. for $22.50 Per Share in Cash

Mar 02, 2007, 00:00 ET from Bristol West Holdings, Inc.

    DAVIE, Fla., March 2 /PRNewswire-FirstCall/ -- Bristol West Holdings,
 Inc. (NYSE:   BRW) announced today that BRW has agreed to be acquired by
 Farmers Group, Inc. (FGI), a wholly-owned subsidiary of Zurich Financial
 Services Group (Zurich). Under the terms of the agreements, the holders of
 BRW common stock will receive $22.50 per share in cash for their shares,
 which represents a 38.8% premium above the March 1, 2007 closing price of
 $16.21. The transaction is valued at $712 million, excluding the assumption
 of certain debt obligations of BRW pursuant to the acquisition, and
 exclusive of fees.
     Commenting on the announcement, Mr. Jeffrey J. Dailey, Chief Executive
 Officer and President of BRW, said, "We are delighted that Zurich and
 Farmers have recognized the strength of the company we have built over the
 last several years and see it as a way of enhancing Farmers' non-standard
 auto insurance business through their own highly successful distribution
 network. Bristol remains committed to its constituents, including our
 distribution network, and we look forward to joining the Zurich and Farmers
 family."
     "Adding Bristol's non-standard auto insurance business as an additional
 product line in the Farmers platform is a great fit and contributes to
 increase our reach," said FGI Chief Executive Officer Paul Hopkins. "Their
 innovative product capabilities combined with Farmers distribution breadth
 and focus on operational excellence, will benefit the Exchanges, our
 customers, our agents and all Farmers stakeholders. This is another
 important step in expanding the product range offered by the Exchanges and
 sustaining the positive growth and profit trends we have created in the
 last few years."
     The agreement allows BRW until March 31, 2007 (the "go shop period end
 date") to actively solicit other possible bidders and, thereafter, subject
 to certain conditions, to respond to unsolicited inquiries by other persons
 interested in acquiring the Company. Should a superior offer be received
 and accepted, BRW may, subject to certain conditions (including payment of
 a termination fee), terminate the agreement with FGI. In connection with
 such termination, the Company must pay a fee of $14 million to FGI, unless
 such termination is in connection with a proposal received after the
 go-shop period end date, in which case the Company must pay a fee of $21
 million to FGI.
     Investment partnerships formed at the direction of Kohlberg Kravis
 Roberts & Co. which holds approximately 42.18% of the stock of BRW have
 agreed to vote in favor of the merger.
     BRW was advised by the investment banking firm of JPMorgan and the law
 firm of Simpson Thacher & Bartlett LLP. FGI was advised by the investment
 banking firm of Goldman, Sachs & Co. and the law firm of Willkie Farr &
 Gallagher LLP.
     In connection with the proposed acquisition, BRW will prepare a proxy
 statement for the stockholders of the Company to be filed with the SEC.
 Before making any voting decision, the Company's stockholders are urged to
 read the proxy statement regarding the merger carefully in its entirety
 when it becomes available because it will contain important information
 about the proposed transaction. The Company's stockholders and other
 interested parties will be able to obtain, without charge, a copy of the
 proxy statement (when available) and other relevant documents filed with
 the SEC from the SEC's website at http://www.sec.gov. The Company's
 stockholders and other interested parties will also be able to obtain,
 without charge, a copy of the proxy statement and other relevant documents
 (when available) by directing a request by mail or telephone to Bristol
 West Holdings, Inc. 5701 Stirling Road, Davie, FL 33314, telephone: (954)
 316-5200, or from the Company's website, http://www.bristolwest.com.
     About Zurich
     Zurich Financial Services Group (Zurich) is an insurance-based
 financial services provider with a global network of subsidiaries and
 offices in North America and Europe as well as in Asia Pacific, Latin
 America and other markets. Founded in 1872, the Group is headquartered in
 Zurich, Switzerland. It employs approximately 55,000 people serving
 customers in more than 120 countries.
     Farmers Insurance Group of Companies(R) is the nation's third-largest
 Personal Lines Property & Casualty insurance group. Headquartered in Los
 Angeles and doing business in 41 states, the insurers comprising the
 Farmers Insurance Group of Companies provide Homeowners, Auto, Business,
 Life insurance and financial services to more than 10 million households
 through 17,000 exclusive and independent agents and district managers. The
 Farmers Exchanges are three reciprocal property and casualty insurers,
 including their subsidiaries and affiliates owned by their policyholders
 and operating mainly under the Farmers brand and in 2006 had USD 15 billion
 in gross written premiums. For more information about Farmers, visit our
 Web site at www.farmers.com.
     About BRW
     BRW began its operations in 1973, and provides private passenger
 automobile liability and physical damage insurance exclusively through
 independent agents and brokers in 22 states. Bristol West is traded on the
 New York Stock Exchange under the symbol, BRW.
     Forward-Looking Statements
     This press release contains forward-looking statements within the
 meaning of Section 27A of the Securities Act of 1933, as amended, and
 Section 21E of the Securities Exchange Act of 1934, as amended. These
 forward-looking statements include statements regarding expectations as to
 the completion of the merger and the other transactions contemplated by the
 merger agreements. The forward-looking statements contained herein involve
 risks and uncertainties that could cause actual results to differ
 materially from those referred to in a forward-looking statement. Such
 risks include, but are not limited to, the ability of the parties to the
 merger agreement to satisfy the conditions to closing specified in the
 acquisition agreement. More information about the Company and other risks
 related to the Company are detailed in the Company's most recent annual
 report on Form 10-K for the fiscal year ended December 31, 2005, and its
 quarterly reports on Form 10-Q and current reports on Form 8-K as filed
 with the SEC. The Company does not undertake an obligation to update
 forward-looking statements.
 
 

SOURCE Bristol West Holdings, Inc.
    DAVIE, Fla., March 2 /PRNewswire-FirstCall/ -- Bristol West Holdings,
 Inc. (NYSE:   BRW) announced today that BRW has agreed to be acquired by
 Farmers Group, Inc. (FGI), a wholly-owned subsidiary of Zurich Financial
 Services Group (Zurich). Under the terms of the agreements, the holders of
 BRW common stock will receive $22.50 per share in cash for their shares,
 which represents a 38.8% premium above the March 1, 2007 closing price of
 $16.21. The transaction is valued at $712 million, excluding the assumption
 of certain debt obligations of BRW pursuant to the acquisition, and
 exclusive of fees.
     Commenting on the announcement, Mr. Jeffrey J. Dailey, Chief Executive
 Officer and President of BRW, said, "We are delighted that Zurich and
 Farmers have recognized the strength of the company we have built over the
 last several years and see it as a way of enhancing Farmers' non-standard
 auto insurance business through their own highly successful distribution
 network. Bristol remains committed to its constituents, including our
 distribution network, and we look forward to joining the Zurich and Farmers
 family."
     "Adding Bristol's non-standard auto insurance business as an additional
 product line in the Farmers platform is a great fit and contributes to
 increase our reach," said FGI Chief Executive Officer Paul Hopkins. "Their
 innovative product capabilities combined with Farmers distribution breadth
 and focus on operational excellence, will benefit the Exchanges, our
 customers, our agents and all Farmers stakeholders. This is another
 important step in expanding the product range offered by the Exchanges and
 sustaining the positive growth and profit trends we have created in the
 last few years."
     The agreement allows BRW until March 31, 2007 (the "go shop period end
 date") to actively solicit other possible bidders and, thereafter, subject
 to certain conditions, to respond to unsolicited inquiries by other persons
 interested in acquiring the Company. Should a superior offer be received
 and accepted, BRW may, subject to certain conditions (including payment of
 a termination fee), terminate the agreement with FGI. In connection with
 such termination, the Company must pay a fee of $14 million to FGI, unless
 such termination is in connection with a proposal received after the
 go-shop period end date, in which case the Company must pay a fee of $21
 million to FGI.
     Investment partnerships formed at the direction of Kohlberg Kravis
 Roberts & Co. which holds approximately 42.18% of the stock of BRW have
 agreed to vote in favor of the merger.
     BRW was advised by the investment banking firm of JPMorgan and the law
 firm of Simpson Thacher & Bartlett LLP. FGI was advised by the investment
 banking firm of Goldman, Sachs & Co. and the law firm of Willkie Farr &
 Gallagher LLP.
     In connection with the proposed acquisition, BRW will prepare a proxy
 statement for the stockholders of the Company to be filed with the SEC.
 Before making any voting decision, the Company's stockholders are urged to
 read the proxy statement regarding the merger carefully in its entirety
 when it becomes available because it will contain important information
 about the proposed transaction. The Company's stockholders and other
 interested parties will be able to obtain, without charge, a copy of the
 proxy statement (when available) and other relevant documents filed with
 the SEC from the SEC's website at http://www.sec.gov. The Company's
 stockholders and other interested parties will also be able to obtain,
 without charge, a copy of the proxy statement and other relevant documents
 (when available) by directing a request by mail or telephone to Bristol
 West Holdings, Inc. 5701 Stirling Road, Davie, FL 33314, telephone: (954)
 316-5200, or from the Company's website, http://www.bristolwest.com.
     About Zurich
     Zurich Financial Services Group (Zurich) is an insurance-based
 financial services provider with a global network of subsidiaries and
 offices in North America and Europe as well as in Asia Pacific, Latin
 America and other markets. Founded in 1872, the Group is headquartered in
 Zurich, Switzerland. It employs approximately 55,000 people serving
 customers in more than 120 countries.
     Farmers Insurance Group of Companies(R) is the nation's third-largest
 Personal Lines Property & Casualty insurance group. Headquartered in Los
 Angeles and doing business in 41 states, the insurers comprising the
 Farmers Insurance Group of Companies provide Homeowners, Auto, Business,
 Life insurance and financial services to more than 10 million households
 through 17,000 exclusive and independent agents and district managers. The
 Farmers Exchanges are three reciprocal property and casualty insurers,
 including their subsidiaries and affiliates owned by their policyholders
 and operating mainly under the Farmers brand and in 2006 had USD 15 billion
 in gross written premiums. For more information about Farmers, visit our
 Web site at www.farmers.com.
     About BRW
     BRW began its operations in 1973, and provides private passenger
 automobile liability and physical damage insurance exclusively through
 independent agents and brokers in 22 states. Bristol West is traded on the
 New York Stock Exchange under the symbol, BRW.
     Forward-Looking Statements
     This press release contains forward-looking statements within the
 meaning of Section 27A of the Securities Act of 1933, as amended, and
 Section 21E of the Securities Exchange Act of 1934, as amended. These
 forward-looking statements include statements regarding expectations as to
 the completion of the merger and the other transactions contemplated by the
 merger agreements. The forward-looking statements contained herein involve
 risks and uncertainties that could cause actual results to differ
 materially from those referred to in a forward-looking statement. Such
 risks include, but are not limited to, the ability of the parties to the
 merger agreement to satisfy the conditions to closing specified in the
 acquisition agreement. More information about the Company and other risks
 related to the Company are detailed in the Company's most recent annual
 report on Form 10-K for the fiscal year ended December 31, 2005, and its
 quarterly reports on Form 10-Q and current reports on Form 8-K as filed
 with the SEC. The Company does not undertake an obligation to update
 forward-looking statements.
 
 SOURCE Bristol West Holdings, Inc.