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Published on 2/25/2008 in the Prospect News Special Situations Daily.

SCPIE sets meeting date for merger vote in deal with Doctors Co. despite ex-director's claim

By Lisa Kerner

Charlotte, N.C., Feb. 25 - SCPIE Holdings Inc. reiterated support for its takeover by the Doctors Co. for $28 per share following a "rigorous and open auction process."

The deal was first announced in October. Former SCPIE board member Joseph Stilwell claimed the company had received superior offers that included a stock component and that the board valued the non-cash offers differently, it was previously reported.

Board chairman Mitchell S. Karlan denied Stilwell's claim and urged stockholders not to be "misled by an ex-director's rhetoric."

"Despite Mr. Stilwell's conflict of interest and self-serving statements to the contrary, the rejected bid from American Physicians Capital (ACAP) - on the board of directors of which both Mr. Stilwell and his lawyer sit - had numerous and prohibitive conditions that, in our opinion, made it highly risky that a proposed merger with ACAP could be accomplished," Karlan said in a statement released on Monday.

SCPIE stockholders will vote on the transaction, valued at some $281 million, at a special meeting on March 26.

The merger is expected to expand the Doctors Co.'s presence in California to include some 19,000 physicians and will make the company the largest provider of physician and surgeon professional liability insurance in the United States, according to a prior company news release.

Los Angeles-based SCPIE provides health-care liability insurance for physicians and other health-care providers, medical groups and health-care facilities.

The Doctors Co. is a physician-owned medical malpractice insurer located in Las Vegas.


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