The Doctors Company to Acquire ProAssurance Corporation

On 3/19/25, The Doctors Company (“TDC”) announced that they have entered into a definitive agreement to acquire ProAssurance Corporation (“PRA”, NYSE: PRA)

• PRA stockholders will receive $25.00 in cash per share, representing a ~60% premium to the closing price per share of PRA common stock on 3/18/25, the last trading day prior to the announcement, with a transaction value of ~$1.3bn
  • Represents 1.12x Price / Tangible Book Value Per Share (incl. AOCI) and 0.97x Price / Tangible Book Value Per Share (excl. AOCI) at 12/31/24
• The Board of Directors of PRA has approved the transaction, and resolved to recommend that its shareholders approve the agreement
• The transaction is expected to close in the first half of 2026, and is subject to customary closing conditions
  • Including approval by PRA’s stockholders and the receipt of regulatory approvals
• Upon completion of the transaction, PRA’s common stock will no longer be listed on the New York Stock Exchange
  • PRA will become a wholly owned subsidiary of TDC

PRA is an industry-leading specialty insurer with extensive expertise in medical professional liability and products liability for medical technology and life sciences

• Also provides workers’ compensation insurance in the eastern U.S.
• Rated “A” (Excellent) by AM Best

Founded and led by physicians, TDC is the nation’s largest physician-owned medical malpractice insurer

• Relentlessly committed to advancing, protecting, and rewarding the practice of good medicine
• Helps all healthcare providers manage the complexities of today’s healthcare environment – with expert guidance, resources, and coverage
• TDC is part of TDC Group, the nation’s largest physician-owned provider of insurance and risk management solutions
• TDC Group serves the full continuum of care, from individual clinicians to academic medical systems
  • Over 110,000 healthcare professionals and organizations nationwide – with annual revenue of $1.5bn and more than $8bn in assets

HCMA is acting as financial advisor to TDC; key HCMA responsibilities include:

• Conducting valuation analysis on PRA
• Assisting in rating agency capital modeling and correspondence with AM Best
• Conducting business and financial due diligence
• Advising on the structuring and negotiation of the transaction terms
• Providing objective advice and acting as a sounding board to TDC throughout the process