Exhibit 99.1
FOR IMMEDIATE RELEASE
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| MEDIA:
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ANALYSTS: |
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| Katrina Parker, 312-822-5167
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Nancy M. Bufalino, 312-822-7757 |
| Sarah Pang, 312-822-6394
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Marie Hotza, 312-822-4278 |
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David C. Adams, 312-822-2183 |
CNA PROPOSES TO ACQUIRE PUBLIC MINORITY STAKE IN CNA SURETY
CHICAGO, November 1, 2010
CNA Financial Corporation (NYSE: CNA) announced today that it has proposed to acquire all of the
outstanding shares of common stock of CNA Surety Corporation (NYSE: SUR) that are not currently
owned by subsidiaries of CNA for $22.00 per share in cash. The proposed transaction is consistent
with CNAs strategic objective to grow its specialty franchise.
The $22.00 per share price represents a 14% premium over Suretys last closing price and a 13%
premium to Suretys recent 52-week high. The proposed price also represents a 24% premium over
Suretys closing price one month ago and a 31% premium over Suretys closing price three months
ago. The $22.00 per share price is a 1.17x multiple of Suretys tangible book value per share
excluding net unrealized gains as of September 30, 2010. Based on the proposed price of $22.00 per
share and minority shares outstanding at September 30, 2010, the aggregate purchase price would be
approximately $375 million.
CNA, through its subsidiaries, currently owns approximately 62% of the outstanding shares of Surety
common stock.
Our proposal represents an excellent opportunity for Suretys stockholders to monetize their
investment at a significant premium to Suretys current and recent stock price, said Thomas F.
Motamed, Chairman and Chief Executive Officer of CNA Financial Corporation. For CNA, this is an
opportunity to make an additional investment in a business we know well, while at the same time
simplifying our ownership structure.
We anticipate continuing to run Surety in a manner that is generally consistent with its current
operations. We believe that, as a wholly-owned subsidiary of CNA, Surety will be even better
positioned to compete with the large, diversified commercial lines companies it faces in the surety
market.
CNA expects that Suretys board of directors will form a special committee consisting of
independent directors, and that this special committee will retain independent financial and legal
advisors to consider the proposal. CNA intends to implement the transaction in a manner that will
ensure that Surety would become a wholly-owned subsidiary of CNA and that all Surety stockholders
would receive the same consideration for their shares. CNA has informed Surety that it desires to
achieve this result through a transaction that is supported by the special committee and that it is
prepared to negotiate a merger agreement with the special committee
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and its advisors providing for
the acquisition of the remaining shares of Surety. CNA intends to
fund the purchase price for the Surety shares with internally available resources and the proposed
transaction would not be subject to a financing condition.
CNA has also informed Surety that it is only interested in acquiring the remaining shares of
Surety, and has no interest in a disposition of its controlling interest.
J.P. Morgan Securities LLC is acting as financial advisor and Simpson Thacher & Bartlett LLP is
acting as legal advisor to CNA in connection with the proposal.
About CNA
Serving businesses and professionals since 1897, CNA is the countrys seventh largest commercial
insurance writer and the 13th largest property and casualty company. CNAs insurance
products include standard commercial lines, specialty lines, surety, marine and other property and
casualty coverages. CNAs services include risk management, information services, underwriting,
risk control and claims administration. For more information, please visit CNA at
www.cna.com. CNA is a registered trademark of CNA Financial Corporation.
Additional Information and Where to Find It
This press release is not an offer to purchase or a solicitation of an offer to sell any
securities. Any solicitation or offer will only be made through materials filed with the SEC.
Surety stockholders and other interested parties are urged to read these materials when they become
available because they will contain important information. Surety stockholders will be able to
obtain such documents (when available) free of charge at the SECs web site, www.sec.gov. Surety
stockholders will also be able to obtain these documents that are filed by CNA (when available) for
free from CNA at www.cna.com or at 333 South Wabash Avenue, Chicago, Illinois 60604.
Forward-Looking Statements
This press release may include statements which relate to anticipated future events
(forward-looking statements) rather than actual present conditions or historical events. These
statements generally include words such as believes, expects, intends, anticipates,
estimates, and similar expressions. Forward-looking statements, by their nature, are subject to a
variety of inherent risks and uncertainties that could cause actual results to differ materially
from the results projected. Many of these risks and uncertainties cannot be controlled by CNA and
include the possibility that negotiations with the special committee of Surety may not be
successful and the possibility that the transaction may not be completed on the terms described in
this press release or at all, including as a result of changes in the business or prospects of
Surety. For a detailed description of other risks and uncertainties affecting CNA, please refer to
CNAs filings with the SEC, available at www.cna.com.
Any forward-looking statements made in this press release are made by CNA as of the date of this
press release. Further, CNA does not have any obligation to update or revise any forward-looking
statement contained in this press release, even if CNAs expectations or any related events,
conditions or circumstances change.
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