Specialty Underwriters' Alliance, Inc. Highlights New Reasons Why Stockholders Should Reject Hallmark Board Slate
27 Abril 2009 - 1:00PM
PR Newswire (US)
CHICAGO, April 27 /PRNewswire-FirstCall/ -- Specialty Underwriters'
Alliance, Inc. (NASDAQ:SUAI) ("SUA" or the "Company") announced
today that the Company is currently distributing a letter to
stockholders in response to the proxy contest being waged by
Hallmark Financial Services, Inc. The text of the letter can be
seen below: April 27, 2009 Dear Stockholder: Specialty
Underwriters' Alliance, Inc.'s annual stockholders' meeting on May
5, 2009 is fast approaching, and we urge you to immediately vote
the enclosed White Proxy Card to re-elect your Board of Directors.
SUA'S BOARD ALWAYS HAS AND ALWAYS WILL WORK TOWARD CREATING
STOCKHOLDER VALUE INCLUDING PURSUING STRATEGIC ALTERNATIVES IF THEY
MAKE SENSE FOR ALL STOCKHOLDERS. Your Current Board Is Focused on
Generating Value for All Stockholders. -- SUA's Strategic Review
Committee (comprised of three independent Board members with
extensive M&A and industry experience) proactively considers
all strategic alternatives for SUA, including whether a sale or
merger will best increase stockholder value as compared to organic
growth. -- Your Board believes that any sale or merger transaction
should recognize the long-term potential of the SUA business
platform. -- Not one of the independent proxy advisory firms that
reviewed this proxy contest concluded that your Board responded to
Hallmark's offer inappropriately. -- Every stockholder the company
visited after the Hallmark offer stated that the company's Board
took the right action in rejecting the offer. -- SUA listens to its
stockholders and is always accessible to you through a variety of
avenues, including road shows and phone calls after every earnings
release. -- SUA's stock price has beaten the S&P Insurance
Index since the beginning of 2006 and has outperformed Hallmark's
stock since Hallmark put forward its all share offer in June 2008.
-- Your Board has extensive insurance, reinsurance, investment
banking, financial, corporate governance and legal experience. --
SUA's Corporate Governance Quotient ("CGQ") is better than 83.1% of
insurance companies while Hallmark's is better than 31.4% of
insurance companies. DO YOU BELIEVE HALLMARK'S BOARD NOMINEES WILL
WORK FOR HALLMARK OR FOR YOU? We believe Hallmark is Focused on
Gaining Value Only for Hallmark -- Hallmark owns 9.9% of SUA, yet
seeks to have its nominees represent 40% of the Board and half of
all the Independent Directors. We offered to expand the board to
include a Hallmark representative, but this was rejected by
Hallmark. -- Hallmark has repeatedly stated its desire to acquire
control of SUA. -- Hallmark recently filed with the Illinois
Division of Insurance to gain approval to acquire up to 50% of the
Company's outstanding common stock, which further demonstrates
Hallmark's intent to acquire control. -- We believe Hallmark is
setting itself up to do a creeping acquisition of control of SUA
that does not provide any control premium to SUA stockholders. We
do not believe this is in your best interest as an SUA stockholder.
-- Every independent proxy advisory firm that reviewed this proxy
contest stated that Hallmark has not provided any specific business
or strategic plan for SUA. -- Hallmark's slate of nominees adds no
additional experience to your current Board and will serve the
interests of Hallmark rather than the interests of all
stockholders. Glass Lewis and Proxy Governance, two leading
INDEPENDENT proxy ADVISORY firms, agree that you should vote the
white card for SUA's current slate of directors. Your Board
strongly urges you not to sign any gold proxy card you may receive
from Hallmark. If you have already sent in a gold proxy card, you
can still vote the White Proxy Card, as only the last proxy card
submitted counts toward the final vote. Thank you for your time and
attention. Sincerely, Your Board of Directors YOUR VOTE IS VERY
IMPORTANT! -- The meeting is quickly approaching. To make sure your
vote is counted, please refer to the enclosed White Proxy Card for
instructions to quickly and simply vote using the Internet or
telephone. -- To vote FOR SUAI's nominees, you MUST vote in FAVOR
of the Board slate on the White Proxy Card. -- Your Board of
Directors urges you to DISCARD any gold proxy card that you receive
from Hallmark. A "WITHHOLD" vote on their gold proxy card is NOT a
vote for your Board's nominees. -- Even if you have previously
voted on the gold proxy card you can still support your Board's
nominees by voting FOR on the enclosed White Proxy Card today. --
Remember - only your latest dated proxy will determine how your
shares will be voted at the Annual Meeting. If you have questions
or need assistance voting your shares, please call: The Altman
Group 1200 Wall Street West, 3rd Floor Lyndhurst, NJ 07071 (866)
620-5668 (Toll Free) About Specialty Underwriters' Alliance, Inc.
Specialty Underwriters' Alliance, Inc., through its subsidiary SUA
Insurance Company, is a specialty property and casualty insurance
company providing commercial insurance products through exclusive
wholesale Partner Agents that serve niche groups of insureds. These
targeted customers require highly specialized knowledge due to
their unique risk characteristics. Examples include tow trucks,
professional employer organizations, public entities, and
contractors. SUA's innovative approach provides products and claims
handling, allowing the Partner Agent to focus on distribution and
customer relationships. Safe Harbor Statement The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. This release or any other written
or oral statements made by or on behalf of the company may include
forward-looking statements that reflect the company's current views
with respect to future events and financial performance. All
statements other than statements of historical fact included in
this release are forward-looking statements. Forward-looking
statements can generally be identified by the use of
forward-looking terminology such as "may," "will," "plan,"
"expect," "intend," "estimate," "anticipate," "believe" or
"continue" or their negative or variations or similar terminology.
All forward-looking statements address matters that involve risks
and uncertainties. Accordingly, there are or will be important
factors that could cause our actual results to differ materially
from those indicated in these statements. We believe that these
factors include but are not limited to ineffectiveness or
obsolescence of our business strategy due to changes in current or
future market conditions; increased competition on the basis of
pricing, capacity, coverage terms or other factors; greater
frequency or severity of claims and loss activity, including as a
result of natural or man-made catastrophic events, than our
underwriting, reserving or investment practices anticipate based on
historical experience or industry data; the effects of acts of
terrorism or war; developments in the world's financial and capital
markets that adversely affect the performance of our investments;
changes in regulations or laws applicable to us, our subsidiaries,
brokers or customers; acceptance of our products and services,
including new products and services; changes in the availability,
cost or quality of reinsurance and failure of our reinsurers to pay
claims timely or at all; decreased demand for our insurance or
reinsurance products; loss of the services of any of our executive
officers or other key personnel; the effects of mergers,
acquisitions and divestitures; changes in rating agency policies or
practices; changes in legal theories of liability under our
insurance policies; changes in accounting policies or practices;
and changes in general economic conditions, including inflation and
other factors. Forward-looking statements speak only as of the date
on which they are made, and the company undertakes no obligation to
update publicly or revise any forward-looking statement, whether as
a result of new information, future developments or otherwise.
DATASOURCE: Specialty Underwriters' Alliance, Inc. CONTACT: Scott
Goodreau of Specialty Underwriters' Alliance, Inc., 1-888-782-4672,
; or Leslie Loyet of Financial Relations Board, +1-312-640-6672,
Web Site: http://www.suainsurance.com/
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