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National Interstate says it will respond to tender offer soon

By Jim Mackinnon
Beacon Journal business writer

National Interstate Corp.’s board of directors intends to issue its official recommendation this month on a buyout offer by its majority shareholder, American Financial Group Inc.

Specialty insurer National Interstate late Friday said it will file what is known as a Schedule 14D-9 “solicitation/recommendation statement” with the Securities and Exchange Commission by Feb. 19.

Four of National Interstate’s 10 directors are AFG senior executives; a fifth director recently retired from the Cincinnati insurer.

American Financial Group owns 52 percent of Richfield-based National Interstate.

On Wednesday, American Financial Group, a $5.1 billion company, said it is willing to pay $28 — about $266.6 million — for each of the 9.5 million shares of remaining stock in National Interstate that it does not own.

Shares of National Interstate declined Monday but continued to trade above the tender offer. They fell 9 cents to $28.89.

The stock’s price is up 25.6 percent, including dividends, since Jan. 1 but down about 9 percent from a year ago.

The second largest shareholder in the company is National Interstate itself, with about 2.5 million shares, or about 12.7 percent of all outstanding shares.

Mutual fund firm T. Rowe Price Group, with 1.97 million shares, is the third largest shareholder with its nearly 9.9 percent stake.

National Interstate founder Alan Spachman is the fourth largest shareholder with 1.82 million shares, or nearly 9.3 percent of the total.

AFG’s tender offer says that subsidiary Great American Insurance Co. would buy out National Interstate. The offer expires March 6.

National Interstate reported $632 million in gross premiums written in 2013.

If National Interstate accepts the tender offer, it will become a private company again. National Interstate was founded in 1989 by Spachman and became a publicly traded company in 2005. The company will celebrate its 25th anniversary this year.

Jim Mackinnon can be reached at 330-996-3544 or

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