St. Paul, Travelers' Shareholders Approve Merger Deal

St. Paul, Travelers' Shareholders Approve Merger Deal

NU Online News Service, March 19, 3:58 p.m. EST?The St. Paul Companies and Travelers Property Casualty Corp. reported that shareholders of the two companies voted to merge the two insurers today. [@@]

"Travelers got its shareholders' approval; we got our approval. So, we are now just forging ahead on the regulatory approvals," said Joan Palm, a St. Paul representative.

The St. Paul shareholders cast their votes this morning on four specific merger-related proposals at the company headquarters in St. Paul, Minn.

Ms. Palm said 83 percent of those eligible cast their votes, and among the shares voted, 97.7 percent were in favor of the issuance of St. Paul stock in the merger transaction and of amending the company's bylaws.

Ninety-five percent of the votes cast were in favor of the required amendment to The St. Paul's charter, while 95.6 percent were in favor of the additional articles amendment reducing the shareholder approval required for certain future actions.

At a meeting in Hartford, Conn., this morning, shareholders of Travelers Property Casualty's Class A and Class B common stock also voted to approve the agreement and plan of the merger. Travelers said the approval of the merger by Travelers' shareholders has been one of several approvals required before the transaction can be closed.

"Seventy-six percent of the outstanding shares were voted, and 98 percent of the votes cast voted in favor of the merger," said Marlene Ibsen, a Travelers' representative.

Ms. Ibsen noted that the shareholders' meeting was brief and to the point, and it lasted about 40 minutes. Before the votes were cast, Travelers' Chairman and Chief Executive Officer Robert Lipp made general remarks about the merger deal and answered some shareholder questions "asking for a little more perspective from Mr. Lipp on the benefits of the merger," Ms. Ibsen said.

The two companies said the regulatory approval process for The St. Paul-Travelers marriage is also on schedule. Federal regulators cleared the deal in December, and Ms. Palm from The St. Paul said final approvals have been granted in eight of the 11 states in which they are being sought. The companies said they expect to complete the transaction in early April 2004.

In other developments, The St. Paul and Travelers said this week that the two companies have entered into "a memorandum of understanding" with plaintiffs in three securities class-action lawsuits related to the proposed merger.

The St. Paul and one of its subsidiaries had been named as co-defendants in "Farina v. Travelers Property Casualty Corp., et. al.," one of the three proposed class actions filed in Connecticut against Travelers and its board of directors. The final settlement of the actions is subject to court approval.