お知らせ • Jun 27
The Doctors Company, an Interinsurance Exchange completed the acquisition of ProAssurance Corporation (NYSE:PRA).
The Doctors Company, an Interinsurance Exchange entered into a definitive agreement to acquire ProAssurance Corporation (NYSE:PRA) for $1.3 billion on March 19, 2025. Under the terms of the agreement, ProAssurance stockholders will receive $25.00 in cash per share. Upon completion of the transaction, ProAssurance ’s common stock will no longer be listed on the New York Stock Exchange, and ProAssurance will become a wholly owned subsidiary of The Doctors Company. Upon termination of the merger agreement, under certain specified circumstances, ProAssurance may be required to pay a termination fee of $52.6 million to The Doctors Company pursuant to the terms and conditions of the merger agreement and upon termination of the merger agreement, under certain specified circumstances, The Doctors Company may be required to pay a termination fee of $52.6 million to ProAssurance pursuant to the terms and conditions of the merger agreement.
The transaction is subject to customary closing conditions, including approval by ProAssurance’s stockholders and the receipt of regulatory approvals. The transaction is not subject to a financing condition, the expiration or termination of any voluntary agreement with a governmental entity entered into by ProAssurance, The Doctors Company or Merger Sub not to consummate the merger, and (c) the receipt of each other consent, approval or clearance with respect to, or termination or expiration of any applicable waiting period (and any extensions thereof) imposed under, any antitrust or insurance laws with respect to the merger as specified in the applicable exhibit to the merger agreement. Under the merger agreement and subject to certain limitations, each of ProAssurance and The Doctors Company has agreed to use their respective reasonable best efforts to, among other things, consummate the merger as soon as reasonably practicable, the Lock-Up Agreements shall be in full force and effect and the satisfaction of customary closing conditions. The transaction is expected to close in the close in the first half of 2026. The Board of Directors of ProAssurance has unanimously approved the transaction. As of June 24, 2025, ProAssurance stockholders have approved the transaction. As of July 2, 2025, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). As of February 23, 2026, the transaction remains subject to approval from insurance regulations, and The Doctors Company has received final approval from insurance regulators in Alabama, the District of Columbia, Illinois, Missouri, Texas and Vermont. As of June 2, 2026, The Doctors Company has received final regulatory approval in Alabama, the District of Columbia, Illinois, Missouri, Pennsylvania, Texas and Vermont, as well as from Lloyd’s of London and the Cayman Islands Monetary Authority. Review of the proposed Merger by insurance regulators remains pending in California, and while the timing remains uncertain, ProAssurance Corporation expects to complete the merger by June 30, 2026. As of June 23, 2026, The Doctors Company has received approval from all Insurance Regulators with respect to the merger. The closing of the merger is expected to occur on June 26, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the merger agreement.
Houlihan Lokey Capital, Inc. and Howden Capital Markets & Advisory are serving as financial advisors and Andrew J. Noreuil, Ryan J. Ferris and Jared Wilner of Mayer Brown LLP are serving as legal counsel to The Doctors Company. Eric Swedenburg, Jakob Rendtorff, Louis Argentieri, Karen Kelley, Gregory Grogan, Jamin Koslowe, Andrew Purcell, James Talbot, Steven DeLott, Toby Chun, Eli Isak, Krista McManus, Karen Kazmerzak and Abram Ellis of Simpson Thacher & Bartlett LLP and Kara Baysinger of Willkie Farr & Gallagher LLP are serving as legal counsel to ProAssurance. Okapi Partners LLC acted as proxy solicitor to ProAssurance and will be paid approximately $25,000. Goldman Sachs & Co. LLC served as financial advisor and fairness opinion provider to ProAssurance and will be paid approximately $26 million. Waller Helms Advisors served as financial advisor to The Doctors Company.
The Doctors Company, an Interinsurance Exchange completed the acquisition of ProAssurance Corporation (NYSE:PRA) on June 26, 2026. On closing of the acquisition, ProAssurance's common stock will be deregistered with the Securities and Exchange Commission and delisted with NYSE.