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

deration. As long as Meadowbrook's 30-day volume-weighted average price preceding the election date, which will be at least five days before the closing of the transaction, is between $8.00 and $10.50, the exchange ratio will vary such that the stock consideration equals $20.00 per share based on such 30-day average price. Above or below this range for Meadowbrook's stock price, the exchange ratio will be fixed as if the 30-day volume-weighted average price preceding the election date equaled $10.50 or $8.00, as applicable. Outstanding options to purchase ProCentury common shares will become fully vested and option holders can either exercise such options and, in connection with the closing, elect to receive the form of merger consideration described above for the ProCentury shares acquired on exercise or agree to have their options cancelled in exchange for a per share cash payment equal to the difference between $20.00 and the exercise price of their options.

Meadowbrook expects to finance the cash portion of the purchase price through a combination of cash and debt. Completion of the transaction is subject to various closing conditions, including the receipt of required regulatory approvals and approval by Meadowbrook and ProCentury shareholders. The transaction is expected to be completed in the third quarter of 2008. Meadowbrook anticipates the transaction to be accretive to earnings per share and accretive to book value in 2008 and beyond.

In connection with the transaction, Freidman, Billings, Ramsey & Co., Inc. is acting as financial advisor to ProCentury and Baker & Hostetler LLP as legal advisor. Meadowbrook's financial advisor is ParaCap Group LLC and its legal advisors are Bodman LLP and Howard & Howard.

Additional Information about the Proposed Transaction

The proposed merger will be submitted to Meadowbrook's and ProCentury's shareholders for their approval. Meadowbrook will file a registration statement and Meadowbrook and
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SOURCE Meadowbrook Insurance Group, Inc.; ProCentury Corporation
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