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The Safest Bet in Town! (OTCBB: UNNF), (OTC Bulletin Board: FTFL), (OTCBB: RMCP)
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Donegal Financial Services Corporation and Union National Financial Corporation Amend Pricing Terms of Merger Agreement
MARIETTA, Pa. and LANCASTER, Pa., Sep 1, 2010
Donald H. Nikolaus, President of Donegal Financial Services Corporation ("DFSC"), and Mark D. Gainer, Chairman, President and Chief Executive Officer of Union National Financial Corporation ("UNNF") (OTCBB:UNNF), today jointly announced the execution of an amendment to the Agreement and Plan of Merger dated April 19, 2010, as amended and restated May 20, 2010, pursuant to which UNNF and DFSC would merge. The amendment increases the cash portion of the merger consideration payable to UNNF's shareholders upon the completion of the merger. UNNF and DFSC did not amend the merger agreement in any other respect.
As a result of the amendment, upon the completion of the merger, each share of UNNF common stock will become the right to receive 0.2134 share of Class A common stock of Donegal Group Inc. ("DGI") (Nasdaq:DGICA) and that amount of cash as equals $8.25 less the value of 0.2134 share of DGI Class A common stock, based on the average closing price of DGI Class A common stock for the five trading days immediately preceding the effective date of the merger, but in no event less than $5.05 per share in cash nor more than $5.90 per share in cash. In practical terms, UNNF shareholders will receive merger consideration with a value of approximately $8.25 per share of UNNF common stock provided DGI Class A common stock has an average closing price between $11.00 and $15.00 per share for the five trading days preceding the effective date of the merger. The merger consideration set forth in the amended merger agreement represents the maximum amount of merger consideration DFSC is willing to provide to UNNF's shareholders.
The amendment to the merger agreement addresses the fact that the closing price of DGI Class A common stock has declined from $14.68 per share on April 19, 2010 to $10.82 per share on August 30, 2010. By providing for an increase in the cash portion of the merger consideration that UNNF's shareholders will receive upon the completion of the merger, the parties believe UNNF shareholders will receive value for their UNNF shares that better reflects the value the parties anticipated when they originally signed the merger agreement.
On September 2, 2010, UNNF will mail a supplement to the proxy statement/prospectus dated July 29, 2010 to its shareholders of record as of July 29, 2010, who are the shareholders entitled to vote at UNNF's special meeting of shareholders on September 16, 2010. UNNF will also deliver another proxy card to each shareholder of record. If a UNNF shareholder already returned a proxy card and does not want to change the way he or she previously voted, such shareholder need not return a new proxy or take any other action.
DGI is an insurance holding company whose insurance subsidiaries, along with Donegal Mutual Insurance Company, are members of the Donegal Insurance Group, which conducts a property and casualty insurance business in 20 Mid-Atlantic, Southern and Midwestern States. The Donegal Insurance Group has an A.M. Best rating of A (Excellent).
Province Bank, which DFSC owns, has three offices in Lancaster County and had approximately $103.3 million in assets at June 30, 2010. Donegal Mutual and DGI founded DFSC and Province Bank in 2000 to provide more diversified financial services.
UNNF is a bank holding company whose principal subsidiary is Union National Community Bank. UNNF had approximately $501.9 million in assets and stockholders' equity of approximately $30.5 million as of June 30, 2010. Union National Community Bank is a full service national bank that provides a wide range of services to individuals and small to medium-sized businesses in South Central Pennsylvania.
DGI and UNNF have filed a proxy statement/prospectus, a supplement to the proxy statement/prospectus and other relevant documents with the SEC in connection with the merger. SHAREHOLDERS OF UNNF ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS, THE SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS DGI OR UNNF FILE WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement/prospectus, the supplement to the proxy statement/prospectus, other relevant materials and any other documents DGI and UNNF filed with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by DGI by contacting Jeffrey D. Miller, Senior Vice President & Chief Financial Officer, Donegal Group Inc., 1195 River Road, Marietta, Pennsylvania, 17547, telephone: (717) 426-1931, and by UNNF by contacting Mark D. Gainer, President and Chief Executive Officer, Union National Financial Corporation, 570 Lausch Lane, Suite 300, Lancaster, Pennsylvania 17601, telephone: (717) 519-8630.
UNNF and its directors and executive officers may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning such participants' ownership of UNNF stock is set forth in the proxy statement/prospectus. This communication does not constitute an offer of any securities for sale.
We base all statements contained in this release that are not historic facts on our current expectations. These statements are forward-looking in nature (as defined in the Private Securities Litigation Reform Act of 1995) and involve a number of risks and uncertainties. Actual results could vary materially. Among the factors that could cause actual results to vary materially include: our ability to maintain profitable operations, the adequacy of our subsidiaries reserves for losses and loss adjustment expenses, business and economic conditions in the areas in which we operate, competition from various insurance and non-insurance businesses, terrorism, the availability and cost of reinsurance, legal and judicial developments, changes in regulatory requirements and other risks we describe from time to time in the periodic reports we file with the Securities and Exchange Commission. You should not place undue reliance on any such forward-looking statements. We disclaim any obligation to update such statements or to announce publicly the results of any revisions that we may make to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
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FutureFuel Corp. Appoints New Officers
ST. LOUIS, Sept 01, 2010
On September 1, 2010, FutureFuel Corp. (OTC Bulletin Board: FTFL) (the "Company") announced the appointment of Samuel W. Dortch as the executive vice president and general manager of the Company's wholly-owned subsidiary, FutureFuel Chemical Company. Mr. Dortch was the vice president - operations services of FutureFuel Chemical Company between July 30, 2007 and October 14, 2007 and has been senior vice president - operations since October 15, 2007. In 1972, Mr. Dortch joined Eastman Chemical Company's technical services division in Kingsport, Tennessee as a development chemical engineer. Prior to 2004, he served in numerous management positions in Kingsport, Batesville and at Eastman Kodak's Kirby, England facility. In 2004, Mr. Dortch became manager of research and development at the Batesville plant and director of research and development in December 2006.
The Company also announced the resignation of Benjamin Ladd as FutureFuel Chemical Company's chief financial officer effective September 30, 2010. Mr. Ladd resigned for family purposes, but has agreed to assist the Company in transitioning his position. The Company announced that it is grateful for Mr. Ladd's past services and wished Mr. Ladd success in his future endeavors.
The Company has commenced a search for a permanent replacement to Mr. Ladd. The Company appointed Martin A. Rector as FutureFuel Chemical Company's interim chief financial officer, effective September 1, 2010. Mr. Rector, age 46, is a certified public accountant who has worked for Apex Oil Company, Inc., an affiliate of the Company controlled by the Company's chairman, Mr. Paul A. Novelly, since January 2009. Mr. Rector was a managing director at the St. Louis, Missouri office of CBIZ, a professional services company, between January 2007 and December 2008. Prior to working for CBIZ, Mr. Rector was an executive on the finance team at Center Oil Company, headquartered in St. Louis, Missouri, and its affiliate, Center Ethanol Company. Mr. Rector received a B.S. in Accounting from the University of Missouri in 1986. During such time as Mr. Rector acts as interim chief financial officer, Mr. Rector will stay on the payroll of Apex Oil, and Apex Oil will not charge the Company for Mr. Rector's services. There is no arrangement or understanding between Mr. Rector and any other person pursuant to which Mr. Rector was or is to be selected as an officer. There is no family relationship between Mr. Rector and any of the Company's executive officers and directors. Prior to his appointment as interim chief financial officer, Mr. Rector periodically provided tax advice to the Company's financial management team, but otherwise has not been involved in any transaction, or proposed transaction, with the Company or any of the Company's subsidiaries.
FutureFuel Corp. was created in 2005 as a special purpose acquisition vehicle to acquire companies and make a notable impact in the biofuel and fuel industries. In October 2006, the Company purchased FutureFuel Chemical Company (formerly named "Eastman SE, Inc."), the owner and operator of a chemical and biodiesel manufacturing facility located near Batesville, Arkansas. Since then, the Company has worked to become a leader in the U.S. biofuel industry, while maintaining the Batesville facility's status as a world-class specialty chemical manufacturer.
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Revolutions Medical Corporation Announces Final Vetting Process for Initial Worldwide Distributors of Its RevVac Safety Syringe
CHARLESTON, S.C., Sep 1, 2010
Revolutions Medical ("Revolutions Medical" or the "Company") (OTCBB:RMCP) is entering the final stage of the process to determine its initial global distributors. Since receiving FDA clearance for its RevVac safety syringe, the Company has received numerous inquiries to distribute its product. The potential future distributors have been narrowed down to a pool of just under 50 distributors. Over the next several weeks, the Company will be sending out market samples, confirming interest and commitments, and signing distribution agreements covering certain countries and regions, as well as global licensing agreements.
Tom O'Brien, President of Revolutions Medical stated, "The market demand for our RevVac Safety Syringe and the significant interest from global distributors is comparable to other revolutionary product releases that I have experienced over the course of my long career. The fact that we should be able to save lives and bring down the cost of health care by the implementation of our Safety Syringe, makes me very proud to be an integral part of our product roll out."
About Revolutions Medical Corporation
Revolutions Medical is a safety medical device and software application company. Its products include the RevVac safety syringe (FDA approved), safety blood drawing device and safety IV catheter. The Company also provides RevColor, RevDisplay and Rev3D -- software solutions and proprietary tools that are compatible with standard MRIs and standard PACS. The software suite's functionality includes sorting of images, color, 3D and automatic segmentation of images.
For additional information, please visit Revolutions Medical corporate website:
http://www.revolutionsmedical.com
Investor Resource Center
RevVac Safety Syringe Demonstration Video:
http://www.revolutionsmedical.com/videos/revac_directions_final.wmv
RevColor MRI Video:
http://www.revolutionsmedical.com/RevMed-ColorMRI-Video.php
To be added to the Company's investor email list, please email Skey@revolutionsmedical.com with RMCP in the subject line.
Become a RevMed fan and follow the Company on Facebook -- visit http://www.Facebook.com/Revmed
FORWARD-LOOKING STATEMENTS
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of the Act.
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