Meadowbrook Insurance Group, Inc. and ProCentury Corporation Reach Agreement to Merge in $272.6 Million T... ( Conference Call to discuss transacti...)

Meadowbrook Insurance Group, Inc. and ProCentury Corporation Reach Agreement to Merge in $272.6 Million Transaction

Date:2/20/2008

Conference Call to discuss transaction will be hosted at 11:30 am Eastern

on February 21, 2008.

SOUTHFIELD, Mich., Feb. 20 /PRNewswire-FirstCall/ -- Meadowbrook Insurance Group, Inc. ("Meadowbrook") (NYSE: MIG) and ProCentury Corporation ("ProCentury") (Nasdaq: PROS) announced today they have executed a definitive merger agreement for a transaction valued at approximately $272.6 million in cash and stock to be paid to ProCentury shareholders. Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, shareholders of ProCentury will be entitled to receive, for each ProCentury common share, either $20.00 in cash or Meadowbrook common stock having a value of $20.00, subject to adjustment as described below. This price represents a premium of 33% to the 30-day volume- weighted average sale price of ProCentury common shares. The combined entity will adopt and operate under the Meadowbrook name and will continue to trade on the NYSE under the ticker symbol "MIG". Robert S. Cubbin, Meadowbrook's Chief Executive Officer, will continue in his current role in the post-merger combined entity and two ProCentury board members will join Meadowbrook's Board of Directors.

Meadowbrook's total gross written premium for 2007 was $346.5 million and ProCentury's was $238.3 million. Total shareholders' equity at December 31, 2007 for Meadowbrook and ProCentury was $301.9 million and $161.0 million, respectively.

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