Tuscarora Wayne Insurance: Mutual Capital Group, Inc. entered into a definitive merger agreement to acquire ICC Holdings, Inc. from Tuscarora Wayne Insurance Company and others for $97.4 million.

Mutual Capital Group, Inc. entered into a definitive merger agreement to acquire ICC Holdings, Inc. (NasdaqCM:ICCH) from Tuscarora Wayne Insurance Company and others for $97.4 million on June 8, 2024. MCG will acquire all outstanding ICCH shares for $23.50 in cash. The transaction, which was unanimously approved by both boards of directors, represents a total equity value of approximately $73.8 million. The acquisition price represents a multiple of 1.07 times ICCH?s book value at March 31, 2024, a 48% premium to ICCH?s volume weighted average stock price over the last 30 days and a 42% premium to ICCH?s 52-week high closing price. ICCH will continue to operate as an independent subsidiary of MCG after closing. Mutual Capital Investment Fund, LP, CIBC Bank, USA, and PS Bank offered financing. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions, including approval by ICCH shareholders and receipt of regulatory approvals. Directors and executive officers of ICCH, who control, in the aggregate, 25% of ICCH common stock, intend to vote their shares for the transaction. Tuscarora Wayne Insurance Company, a subsidiary of MCH and which controls 6.4% of ICCH common stock, intends to vote its shares for the transaction. Griffin Financial Group, LLC is serving as a financial advisor to MCH and MCG. Janney Montgomery Scott, LLC rendered a fairness opinion to MCH and MCG, and Locke Lord LLP served as legal counsel. Stonybrook Capital, LLC is serving as financial advisor, Feldman Financial Advisors, Inc. offered a fairness opinion, and Stevens & Lee, P.C. is serving as legal advisor to ICCH.