Ohio Casualty Buyout

Ohio Casualty Corporation (OCAS)
Liberty Mutual Group
$2.7B Cash Merger

Merger of property / casualty insurers

$44 per OCAS share; $2.7B total
OCASnews - stock chart

Announced 5.07.07

Financial

OCAS: Merrill Lynch
LMG:

Legal

OCAS: Sullivan & Cromwell / Vorys Sater
LMG: Debevoise & Plimpton

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger; Certain Related Matters

1.1 The Merger
1.2 Closing
1.3 Effective Time
1.4 Articles of Incorporation
1.5 Code of Regulations
1.6 Directors
1.7 Officers
1.8 Effect on Capital Stock
1.9 Treatment of Company Equity Awards
1.10 Certain Adjustments
1.11 Appraisal Rights

Article II Exchange of Certificates and Company Equity
Awards

2.1 Exchange Fund
2.2 Exchange Procedures
2.3 No Further Ownership Rights in Company Common
Stock
2.4 Termination of Exchange Fund
2.5 No Liability
2.6 Investment of the Exchange Fund
2.7 Lost Certificates
2.8 Withholding Rights
2.9 Share Transfer Books

Article III Company Reps

3.1 Corporate Existence and Power
3.2 Corporate Authorization
3.3 Governmental Authorization
3.4 Non-contravention
3.5 Capitalization
3.6 Subsidiaries
3.7 Subsidiaries and Insurance Matters
3.8 Sec Filings, Etc
3.9 Financial Statements
3.10 Company SAP Statements
3.11 Proxy Statement
3.12 Absence of Certain Changes
3.13 No Undisclosed Material Liabilities
3.14 Compliance with Laws and Court Orders
3.15 Litigation
3.16 Insurance Matters
3.17 Liabilities and Reserves
3.18 Title to Properties; Absence of Encumbrances
3.19 Opinion of Financial Advisor
3.20 Taxes
3.21 Employee Benefit Plans and Related Matters; ERISA
3.22 Employees, Labor Matters
3.23 Environmental Matters
3.24 intellectual Property
3.25 Material Contracts
3.26 Anti-takeover Statutes and Rights Plans
3.27 Finders Fees

Article IV Parent and Merger Sub Reps

4.1 Corporate Existence and Power
4.2 Corporate Authorization
4.3 Governmental Authorization
4.4 Non-contravention
4.5 Capitalization; Interim Operations of Merger Sub
4.6 Proxy Statement
4.7 Litigation
4.8 Finders Fees
4.9 Financing
4.10 Interested Shareholder

Article V Conduct of Business by the Company

5.1 Conduct of Business by the Company Pending the
Merger

Article VI Additional Agreements

6.1 Preparation of Proxy Statement
6.2 Shareholder Meeting; Company Recommendation
6.3 No Solicitation
6.4 Access to Information
6.5 Reasonable Best Efforts
6.6 Employee Matters
6.7 Stock Purchase Plan
6.8 Fees and Expenses
6.9 Transfer Taxes
6.10 Directors and Officers Indemnification and Insurance
6.11 Public Announcements
6.12 Agency Force
6.13 State Takeover Laws
6.14 Shareholder Litigation
6.15 Charitable Contributions

Article VII Conditions Precedent

7.1 Each Party
7.2 Parent and Merger Sub
7.3 Company

Article VIII Termination and Amendment

8.1 Termination
8.2 Effect of Termination
8.3 Fees and Expenses

Article IX General Provisions

9.1 Non-survival of Representations, Warranties and
Agreements
9.2 Notices
9.3 Interpretation
9.4 Counterparts; Effectiveness
9.5 Entire Agreement; No Third Party Beneficiaries
9.6 Severability
9.7 Assignment
9.8 Amendment
9.9 Extension; Waiver
9.10 Governing Law and Venue; Waiver of Jury Trial
9.11 Enforcement
9.12 Definitions

Deal Protection

No shop covenant

Merger agreement §6.3

Break-up fee

$62mm, plus out-of-pocket expenses
Agreement §8.3

Regulatory Approvals

HSR Act

Merger agreement §7.1

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