According to the Complaint, Infinity Property and Casualty Corp. ("Infinity") was incorporated in 2002 and it is a holding company that provides insurance, through its subsidiaries, for personal auto with a concentration on non-standard risks, commercial auto and classic collectors.
Infinity offers personal and commercial auto insurance primarily in four key states: Arizona, California, Florida, and Texas. Infinity’s target customers are urban and Hispanic drivers. This narrow geographic and demographic focus allows Infinity to concentrate its efforts and resources on providing competitively priced products to underserved segments while generating adequate returns for its shareholders.
This action stems from a proposed transaction announced on February 13, 2018 (the “Proposed Transaction”), pursuant to which Infinity will be acquired by Kemper Corporation (“Parent”) and its wholly owned subsidiary, Vulcan Sub, Inc. (“Merger Sub,” and together with Parent, “Kemper”).
On February 13, 2018, Infinity’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Kemper. Pursuant to the terms of the Merger Agreement, if the Proposed Transaction is approved by Infinity’s and Parent’s shareholders and completed, each share of Infinity common stock will be cancelled and converted into, at the election of the holder of such share, subject to proration and adjustment as described in the Merger Agreement, either (i) mixed consideration consisting of $51.60 in cash and 1.2019 shares of Kemper common stock, (ii) cash consideration consisting of $129.00, or (iii) stock consideration consisting of 2.0031 shares of Kemper common stock.
On April 4, 2018, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction, which was subsequently amended in a Form S-4/A filed with the SEC on April 24, 2018 (as amended, the “Registration Statement”).
The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.