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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

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