On March 16, 2011, Mr. Browne contacted Mr. Rasmussen by telephone <strong>to</strong> indicate thatMr. Browne was not prep<strong>are</strong>d <strong>to</strong> proceed with a future <strong>meeting</strong> or furnish information aboutHarleysville until Mr. Rasmussen provided some indication of interest with respect <strong>to</strong> preliminary termsof a transaction. Mr. Rasmussen indicated that, after <strong>the</strong> presentation at <strong>the</strong> proposed March 21<strong>meeting</strong>, he would meet with Nationwide Mutual’s board and would be in a position <strong>to</strong> discussproposed terms. Prior <strong>to</strong> and following this conversation, Mr. Browne conferred with Mr. Scran<strong>to</strong>n,and, because no decision had been made <strong>to</strong> pursue <strong>the</strong> sale of or combination transaction involvingHarleysville, <strong>the</strong>y agreed that, without an indication of proposed terms from Nationwide Mutual, <strong>the</strong>ywere not prep<strong>are</strong>d <strong>to</strong> meet with Nationwide Mutual on March 21. Consequently, that <strong>meeting</strong> wascancelled. Mr. Rasmussen subsequently stated that he would contact Mr. Browne following <strong>the</strong> next<strong>meeting</strong> of Nationwide Mutual’s Finance Committee.On March 21, 2011, Harleysville and Nationwide Mutual executed a mutual confidentialityagreement (which did not include any exclusivity or standstill provisions) and Mr. Browne informed <strong>the</strong>members of <strong>the</strong> Boards of <strong>the</strong>se interactions with Nationwide Mutual. The purpose of <strong>the</strong> mutualconfidentiality agreement was <strong>to</strong> allow both Harleysville and Nationwide Mutual <strong>to</strong> perform preliminarydue diligence reviews on each o<strong>the</strong>r.On March 30, 2011, pursuant <strong>to</strong> Mr. Browne’s request, Mr. Rasmussen sent Mr. Browne a letter inwhich Mr. Rasmussen indicated Nationwide Mutual’s interest in a merger with Harleysville Mutual andan acquisition of <strong>the</strong> Company in a transaction that would involve <strong>the</strong> payment of $55 per sh<strong>are</strong> in cash<strong>to</strong> <strong>the</strong> public s<strong>to</strong>ckholders of <strong>the</strong> Company. Mr. Browne forwarded copies of that letter <strong>to</strong> <strong>the</strong> membersof <strong>the</strong> Boards.Following receipt of <strong>the</strong> March 30 letter and consultation with Mr. Scran<strong>to</strong>n, Mr. Browne calledMr. Rasmussen <strong>to</strong> advise him that <strong>the</strong> proposed terms contained in his letter were not acceptable.On April 4, 2011, representatives of Credit Suisse Securities (USA) LLC, or Credit Suisse, <strong>the</strong>financial advisor <strong>to</strong> Harleysville, and Merrill Lynch, Pierce, Fenner & Smith Incorporated(‘‘BofA Merrill Lynch’’), <strong>the</strong> investment banker for Nationwide Mutual, spoke by telephone regarding<strong>the</strong>ir preliminary views on <strong>the</strong> valuation of <strong>the</strong> Company.Also, on April 4, 2011, Mr. Browne received a call from a representative of BofA Merrill Lynch <strong>to</strong>discuss Mr. Rasmussen’s March 30 letter <strong>to</strong> Mr. Browne. After this call, Mr. Browne agreed <strong>to</strong> a<strong>meeting</strong> between <strong>the</strong> Chief Financial Officers and General Counsels of Harleysville and NationwideMutual, which <strong>meeting</strong> was scheduled for April 15, 2011. On April 5 and 6, 2011, representatives ofCredit Suisse and BofA Merrill Lynch spoke by telephone regarding <strong>the</strong> agenda for this <strong>meeting</strong> <strong>to</strong> beheld on April 15, 2011, as well as <strong>the</strong>ir respective preliminary views of <strong>the</strong> valuation of <strong>the</strong> Company.On April 15, 2011, several members of <strong>the</strong> senior management teams of Harleysville andNationwide Mutual, o<strong>the</strong>r than <strong>the</strong> Chief Executive Officers, met in Philadelphia <strong>to</strong> discuss a possibletransaction. Representatives of Credit Suisse, Ballard Spahr LLP (legal counsel <strong>to</strong> Harleysville), BofAMerrill Lynch, and Jones Day (legal counsel <strong>to</strong> Nationwide Mutual) <strong>attend</strong>ed this <strong>meeting</strong>.On April 19 and 20, 2011, Credit Suisse and BofA Merrill Lynch spoke by telephone and discussedvarious aspects of Nationwide Mutual’s indication of interest, including business and cultural fit.On April 27, 2011, <strong>the</strong> board of direc<strong>to</strong>rs of <strong>the</strong> Company and <strong>the</strong> board of direc<strong>to</strong>rs ofHarleysville Mutual held a joint <strong>meeting</strong> at which Mr. Browne described <strong>the</strong> indication of interest fromNationwide Mutual. The Boards authorized Mr. Browne <strong>to</strong> continue negotiations with NationwideMutual in order <strong>to</strong> better understand <strong>the</strong> precise terms of <strong>the</strong> indication of interest from NationwideMutual. In addition, Harleysville Mutual’s board of direc<strong>to</strong>rs suggested that such negotiations focus onHarleysville Mutual and its constituencies, including policyholders, employees, agents, <strong>the</strong> communitiesin which Harleysville does business, <strong>the</strong> potential impact of a transaction on <strong>the</strong> Harleysville brand ando<strong>the</strong>r related issues. The Boards directed Mr. Browne, in conjunction with Credit Suisse, <strong>to</strong> engage in26
confidential discussions with o<strong>the</strong>r third parties that would be capable of consummating a transactionwith Harleysville for <strong>the</strong> purpose of performing a ‘‘market check.’’ In addition, <strong>the</strong> Boards requestedthat Credit Suisse prep<strong>are</strong> an analysis of all relevant strategic alternatives and options available <strong>to</strong>Harleysville (including, but not limited <strong>to</strong>, third parties that would be capable of consummating atransaction with Harleysville) for presentation at <strong>the</strong> Boards’ offsite <strong>meeting</strong>s in June.On April 29, 2011, Mr. Browne called Mr. Rasmussen <strong>to</strong> indicate a willingness for members ofHarleysville’s senior management <strong>to</strong> meet with <strong>the</strong>ir Nationwide Mutual counterparts <strong>to</strong> discuss broaderissues, particularly related <strong>to</strong> Harleysville Mutual and its constituencies.In early May 2011, while <strong>attend</strong>ing a <strong>meeting</strong>, Mr. Browne ran in<strong>to</strong> <strong>the</strong> Chief Executive Officer ofCompany A, who was also <strong>attend</strong>ing that <strong>meeting</strong>. They briefly discussed a potential transactionbetween <strong>the</strong>ir companies. They also agreed <strong>to</strong> discuss this possibility in more detail later in May.On May 19, 2011, representatives of senior management of Harleysville and Nationwide Mutualmet in Philadelphia, Pennsylvania. The participants at that <strong>meeting</strong> included <strong>the</strong> Chief ExecutiveOfficers, Chief Financial Officers, General Counsels and o<strong>the</strong>r senior members of <strong>the</strong> respectivemanagement teams of Harleysville and Nationwide Mutual.On May 25, 2011, Credit Suisse spoke with BofA Merrill Lynch and <strong>the</strong> Vice President ofMergers & Acquisitions of Nationwide Mutual. This conversation related <strong>to</strong> <strong>the</strong> valuation of <strong>the</strong>Company.On May 31, 2011, Mr. Browne met in Philadelphia, Pennsylvania with <strong>the</strong> Chief Executive Officerof Company A <strong>to</strong> discuss a possible transaction between <strong>the</strong>ir companies.On June 6, 2011, Messrs. Scran<strong>to</strong>n and Browne met in Philadelphia, Pennsylvania with <strong>the</strong>Chairman of <strong>the</strong> Board and <strong>the</strong> Chief Executive Officer of Company A <strong>to</strong> fur<strong>the</strong>r discuss a possibletransaction between <strong>the</strong>ir companies.In early June, in accordance with <strong>the</strong> April 27, 2011 authorizations of <strong>the</strong> Boards <strong>to</strong> determinewhe<strong>the</strong>r <strong>the</strong>re were o<strong>the</strong>r third parties capable of consummating a transaction with Harleysville,Mr. Browne called <strong>the</strong> Chief Executive Officer of Company B, and <strong>the</strong>y subsequently met on June 10,2011.Also in early June, in preparation for <strong>the</strong> Boards’ annual offsite strategic planning <strong>meeting</strong>s in lateJune, <strong>the</strong> Company’s senior management prep<strong>are</strong>d and provided <strong>the</strong> Company’s board of direc<strong>to</strong>rs withnon-public financial forecasts for <strong>the</strong> Company for <strong>the</strong> years ending December 31, 2011, 2012 and 2013,respectively, in connection with its consideration of strategic alternatives (see section entitled‘‘Unaudited Financial Projections for <strong>the</strong> Company’’ below).Later in June 2011, <strong>the</strong> Boards met for two days of annual offsite strategic planning <strong>meeting</strong>s.During those <strong>meeting</strong>s, representatives of Credit Suisse made a presentation <strong>to</strong> <strong>the</strong> Boards regardingpossible strategic alternatives for Harleysville. Specifically, <strong>the</strong> Credit Suisse presentation covered <strong>the</strong>following alternatives:1. Standalone: maintaining <strong>the</strong> current structure and pursuing <strong>the</strong> existing business plan;1a. Standalone with acquisitions: making an acquisition within <strong>the</strong> existing structure;2. Demutualization: modification of <strong>the</strong> existing structure through a demutualization subscriptionrights offering and possible subsequent transactions; and3. Sale or merger transaction: sale of <strong>the</strong> enterprise/merger with a partner.Following this presentation, <strong>the</strong> Boards engaged in a robust discussion of <strong>the</strong> various alternatives,evaluating execution considerations and <strong>the</strong> financial consequences associated with each of <strong>the</strong>m. CreditSuisse also reviewed with <strong>the</strong> Boards <strong>the</strong> current economic environment and merger and acquisition27
- Page 2: Harleysville Group Inc. Stockholder
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A. Andrew Tignanelli v. W. Thacher
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oard of directors from performing i
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Effect of the MergerAt the effectiv
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No consideration will be paid to st
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• accuracy of information contain
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• receipt by Nationwide Mutual’
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affecting investment assets of us o
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e made pursuant to existing contrac
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No Solicitations by the CompanyUnde
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defined in the Merger Agreement) to
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• between the date of the Merger
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Termination Fee if the Mergers Are
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MARKET PRICE OF THE SHARES OF THE C
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SHAREHOLDINGS OF DIRECTORS AND MANA
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If you have questions about the Spe
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TABLE OF CONTENTSARTICLE I DEFINITI
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Section 7.12 Retention of Executive
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membership interests, by contract,
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‘‘Delaware Certificate of Merge
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avoidance of doubt, Harleysville De
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‘‘IRCA’’ means the Immigrat
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‘‘Order’’ means an order, i
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corporation) of which is beneficial
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Nationwide Mutual and will have the
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Section 3.2 HGI Stock Options and R
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(e) Promptly following the date tha
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have been made available to Nationw
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execution and delivery of this Agre
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Person the right to enjoin or resci
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listing on any list maintained by a
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accordance with their terms. Harley
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facility or assigned risk pool. To
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Section 4.20 Intellectual Property.
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ARTICLE VREPRESENTATIONS AND WARRAN
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are set forth in Section 5.2(b) of
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development involving a prospective
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(b) Except as set forth in Section
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extent that it is a party thereto,
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Section 5.15 Cancellations. Except
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(d) Except as set forth in Section
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agreements, information on the basi
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Section 5.21 Rating Agencies. Excep
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Agreement, the Mergers, the Voting
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Agreement with and the approval of
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Producers wrote, sold or produced s
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(o) Brokers or Finders. No broker,
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ARTICLE VIICOVENANTSSection 7.1 Har
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(i) Except as set forth in Section
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(w) Neither of the Harleysville Par
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Notwithstanding anything to the con
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(c) the receipt by such Party of an
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of any nature whatsoever and, speci
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Section 8.2 Stockholder Meeting and
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Section 9.2 Conditions to Obligatio
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(c) by any of the Harleysville Part
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or related to the authorization, pr
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allow the other Parties a reasonabl
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IN WITNESS WHEREOF, Nationwide Mutu
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In connection with this opinion, we
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APPENDIX CGENERAL CORPORATION LAW O
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either notice that such notice has