According to the filed Complaint, on July 25, 2016, National Interstate and Great American jointly announced that
they had reached a definitive Agreement and Plan of Merger (“Merger Agreement”) whereby Great American, a wholly-owned subsidiary of American Financial Group, Inc. (“AFGI”), will acquire the approximately 49% of National Interstate’s issued and outstanding common shares that it does not presently own. The Proposed Transaction was unanimously approved and adopted by the members of the board of directors of National Interstate, except those members who are affiliated with Great American or AFGI. Upon the closing of the Proposed Transaction, National Interstate will become a wholly-owned subsidiary of AFGI. Pursuant to the Merger Agreement, National Interstate common stockholders will have their shares cancelled and automatically converted into the right to receive $32.00 in cash, plus a dividend of $0.50 per share (the “Merger Consideration”). The total value of the Proposed Transaction is $660 million.
The Complaint alleges the Proxy contains materially incomplete and misleading information concerning (i) the background of the Proposed Transaction; and (ii) the financial analyses of the Proposed Transaction performed by Morgan Stanley.