Nationwide Mutual Completes Harleysville Merger

Nationwide Mutual Insurance Co. said that the company completed its previously announced $834 million merger deal with Harleysville Mutual Insurance Co.

The deal was first announced in September 2011. Nationwide Mutual policyholders voted to approve the merger on April 9, 2012. Harleysville Mutual policyholders and Harleysville Group stockholders approved it on April 24, 2012.

The transaction has also been reviewed and approved by the Pennsylvania Insurance Department, the Ohio Department of Insurance and various other regulatory bodies.

Now that the merger agreement has all the requisite approvals, Harleysville Mutual policyholders will become policyholders and members of Nationwide Mutual.

Nationwide Mutual acquired all of the publicly held shares of common stock of Harleysville Group, a publicly traded subsidiary of Harleysville Mutual, for $60.00 per share in cash. Accordingly, Harleysville will file the required documents with the SEC to voluntarily delist Harleysville Group’s publicly traded stock from the NASDAQ. The total consideration paid to Harleysville Group’s public stockholders in the transaction is $834 million.

Harleysville is now a part of Nationwide’s P/C independent agency business unit under the Harleysville brand.

Additionally, Harleysville’s current headquarters in Harleysville, Penn., will serve as an integral part of the combined company’s national, independent agency-based platform. Michael Browne, the former president and chief executive officer of Harleysville, is now the president and chief operating officer of the Harleysville unit of Nationwide.

“The completion of the transaction sets Nationwide apart from the competition as a top independent agency partner in the United States,” said Nationwide CEO Steve Rasmussen.

“At the same time, Nationwide maintains a strong commitment to our exclusive agency partners. Combined, we are able to accelerate our strategy to make it easy for agents and customers to do business with Nationwide however they desire. Moving forward, we are committed to making strategic investments in all of our distribution channels as they all make a vital contribution in our mission to provide protection and retirement solutions for our members.”

Harleysville’s Browne said the merger “means great things for the employees, agents and members” of Nationwide, Allied (a Nationwide unit overseeing the company’s independent agency system) and Harleysville. “Together, we are establishing a formidable network of independent agency companies with a national reach. In turn, the merger will help both Harleysville and our agents increase market share through a broader portfolio of insurance, financial and banking products and services to current and future policyholders,” Browne said.

Harleysville has been distributing its products exclusively through a network of independent agents primarily across 32 states.

Insurance Journal has been covering this development since the transaction was first announced last September. Here are Insurance Journal‘s past reports on this topic, including an interview with Nationwide CEO Steve Rasmussen and Harleysville’s Michael Browne.

• Nationwide and Harleysville Insurance Agree to Merger; Analysts Respond
• Nationwide, Harleysville CEOs Reassure Agents: Merger All About Growth
• S&P Affirms Nationwide’s ‘A+’ Ratings after Harleysville Buy
• Nationwide Calls Harleysville Deal ‘Fair and Compelling’
• Report: Liberty Mutual Failed in Bid to Buy Harleysville
• Harleysville Policyholders Approve Merger With Nationwide
• Nationwide Welcomes Penn. Regulators’ Approval of Harleysville Deal