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Meadowbrook Insurance Group, Inc. and ProCentury Corporation Reach Agreement to Merge in $272.6 Million Transaction
Date:2/20/2008

l expand and complement Meadowbrook's specialty lines capabilities with ProCentury's insurance professionals and product expertise in the excess and surplus lines market. Both companies are based in the Midwest and have similar employee cultures. Subsequent to the completion of the merger, the combined entity will continue to operate the respective insurance subsidiaries as they were operated prior to the merger.

Commenting on the transaction, Meadowbrook President and Chief Executive Officer Robert S. Cubbin stated, "The combination of these two companies creates a diversified platform and gives both companies the size and product depth to compete at a level that couldn't be achieved as separate entities. We believe there are significant revenue opportunities for both sides, as well as cost savings potential. We expect meaningful accretion to earnings and will be in a position to offer specific guidance on this in the near future."

Edward Feighan, Chairman and Chief Executive Officer of ProCentury commented "Meadowbrook's capabilities combined with our expertise in the excess and surplus lines market are expected to complement and enhance the profitability of each company. We anticipate that the structure of the transaction will enable ProCentury shareholders to capture the upside of these synergies by virtue of their continued ownership in Meadowbrook shares. We believe that our core excess and surplus lines business will benefit from Meadowbrook's national distribution network and agency operations. Additionally, ProCentury will continue its operations in each of its existing offices and we expect that there will be minimal employee disruption as a result of this merger."

Each ProCentury shareholder will have the option to elect to receive cash or Meadowbrook stock, subject to proration so that the maximum total cash consideration will not exceed 45% of the total consideration paid in order to preserve the tax-free exchange of the stock consi
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SOURCE Meadowbrook Insurance Group, Inc.; ProCentury Corporation
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