安全保險集團獲 Mapfre 以 15.4 億美元全現金溢價收購

EX-99.1
2
tm2621207d3_ex99-1.htm
EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Safety Insurance Group, Inc. Enters
Into Merger Agreement With Mapfre for $1.54 Billion

 

Transaction Delivers Significant Value for
Shareholders and Positions Safety for Long-Term Growth Across New England

 

Boston, Massachusetts, July 23, 2026. Safety
Insurance Group Inc. (NASDAQ:SAFT) (“Safety”), one of the leading property and casualty insurers in Massachusetts and across
New England, today announced that it has entered into a definitive agreement under which an affiliate of Mapfre S.A. ("Mapfre")
will acquire Safety in an all-cash transaction valued at approximately $1.54 billion.

 

Under the terms of the agreement, Safety shareholders
will receive $105 for each Safety common share in cash, which represents a premium of 44% on Safety’s stock price as of July 23,
2026

 

The transaction brings together two highly complementary
insurers that share a common commitment to underwriting discipline, customer service, and long-term value creation. Through the combination,
Safety will gain the support, scale, and resources of a global insurance group while maintaining the strengths, relationships, and local
market expertise that have defined its success.

 

The transaction has been unanimously approved
by the Board of Directors of Safety and approved by the Board of Directors of Mapfre and is expected to close during the first quarter
of 2027, subject to customary closing conditions and regulatory approvals, which include obtaining prior approval of the Massachusetts
Commissioner of Insurance and the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.

 

Opportunities for Clients, Distribution Partners
and Employees

 

For Safety, the transaction represents an important
milestone in the company's evolution and enables a stronger platform from which to serve policyholders, independent agents, and business
partners throughout New England.

 

Following completion of the transaction, Safety
will continue operating under its established brand, preserving the identity, policyholder and independent agency relationships, and local
market capabilities that have made the company one of the region's most respected insurers.

 

George Murphy, Chairman and Chief Executive
Officer of Safety, said:

 

"This transaction represents an exceptional
outcome for our shareholders and an exciting new chapter for Safety. Throughout our history, we have built a company defined by strong
underwriting, deep relationships with agents and clients, and an unwavering commitment to the communities we serve.

 

Mapfre shares our long-term vision, our insurance
culture, and our commitment to serving clients. Together, we will be even better positioned to invest in our people, strengthen our capabilities,
expand our product offering, and continue delivering the high-quality service our clients and distribution partners expect from Safety."

 

  

  

 

 

A Stronger Platform for Future Growth

 

As part of Mapfre, Safety will benefit from greater
financial strength, broader insurance expertise, and enhanced technological capabilities. The transaction is expected to support continued
innovation, strengthen customer service, and create additional opportunities for employees across the organization.

 

Safety's management team will continue to play
an important role in the business, helping guide its next phase of growth while maintaining its longstanding commitment to policyholders,
agents, and local communities.

 

Under the terms of the agreement, a subsidiary
of Mapfre U.S.A. Corp. will merge with and into Safety, following which Safety will become a wholly-owned subsidiary of Mapfre U.S.A.
Corp., and thus a sister company to Mapfre U.SA. Corp’s other U.S. subsidiaries.

 

Jefferies LLC is serving as Safety’s sole
financial advisor, and DLA Piper LLP (US) is serving as its outside legal advisor.

 

Additional Information and Where to Find It

 

In connection with the proposed transaction, Safety
plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) with respect to a special meeting
of stockholders for purposes of obtaining stockholder approval of the proposed transaction. This communication is not a substitute for
the proxy statement or any other document that Safety may file with the SEC. The definitive proxy statement (when available) will be sent
or given to the stockholders of Safety and will contain important information about the proposed transaction and related matters. STOCKHOLDERS
OF SAFETY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT SAFETY WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when available) and
other documents filed by Safety at the SEC’s website at www.sec.gov. Copies of the proxy statement (when available) and the filings
that will be incorporated by reference therein may also be obtained, without charge, by contacting Safety’s Investor Relations at
[email protected] or (877) 951-2522.

 

Participants in the Solicitation

 

Safety and its directors and executive officers
may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction. Information
regarding Safety’s directors and executive officers is available in (a) Safety’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2025, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance,”
“Item 11. Executive Compensation,” “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters” and “Item 13. Certain Relationships, Related Transactions, and Director Independence,” which was
filed with the SEC on February 27, 2026, and can be found at www.sec.gov; (b) Safety’s definitive proxy statement for its 2026 annual
meeting of stockholders, which was filed with the SEC on March 31, 2026, under the headings “Proposal 1: Election of the Company’s
Directors,” “Executive Officers,” “Executive Compensation,” “Director Compensation” and “Security
Ownership of Certain Beneficial Owners, Directors and Management,” and can be found at www.sec.gov; and (c) subsequently filed Current
Reports on Form 8-K and Quarterly Reports on Form 10-Q. To the extent holdings of Safety’s securities by its directors or executive
officers have changed since the amounts set forth in Safety’s proxy statement for its 2026 annual meeting of stockholders, such
changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC (which can be found at www.sec.gov). Copies of the documents
filed with the SEC by Safety will be available free of charge through the website maintained by the SEC and at Safety’s website
at https://www.safetyinsurance.com/about/financial.html. Other information regarding the participants in the solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be set forth in Safety’s definitive proxy statement
and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors
and stockholders should read the proxy statement carefully when it becomes available before making any voting or investment decisions.
Copies of these documents may be obtained, free of charge, from the sources indicated above.

 

  

  

 

 

This communication is for informational purposes
only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

 

Cautionary Statement Regarding Forward-Looking
Statements

 

This communication contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Rule 175 promulgated thereunder, Section
21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. Such statements include statements concerning
anticipated future events and expectations that are not historical facts. Any statements about Safety’s plans, objectives, expectations,
strategies, beliefs, or future performance or events constitute forward-looking statements. Forward-looking statements are typically identified
by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,”
“continue,” “positions,” “plan,” “predict,” “project,” “forecast,”
“guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,”
by future conditional verbs such as “assume,” “will,” “would,” “should,” “could”
or “may,” or by variations of such words or by similar expressions or the negative thereof. Such forward-looking statements
include but are not limited to statements about the benefits of the proposed transaction, including future financial and operating results,
Safety’s plans, objectives, expectations and intentions, the expected timing of completion of the proposed transaction and other
statements that are not historical facts. Actual results may vary materially from those expressed or implied by forward-looking statements
based on a number of factors, including, without limitation: (a) risks related to the consummation of the proposed transaction, including
the risks that (i) the proposed transaction may not be consummated within the anticipated time period, or at all, (ii) the parties may
fail to obtain Safety stockholder approval of the merger agreement, (iii) the parties may fail to secure the termination or expiration
of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or obtain other required
governmental and regulatory approvals, including, without limitation, from the Massachusetts Commissioner of Insurance, and (iv) other
conditions to the consummation of the proposed transaction under the merger agreement may not be satisfied; (b) the effects that any termination
of the merger agreement may have on Safety’s business, including the risk that Safety’s stock price may decline significantly
if the proposed transaction is not completed; (c) the effects that the announcement or pendency of the proposed transaction may have on
Safety’s businesses, including the risks that as a result (i) Safety’s business, operating results or stock price may suffer,
(ii) Safety’s current plans and operations may be disrupted, (iii) Safety’s ability to retain or recruit key employees may
be adversely affected, (iv) Safety’s business relationships (including customers, policyholders, agents, service providers, and
business partners) may be adversely affected, or (v) Safety’s management’s or employees’ attention may be diverted from
other important matters; (d) the effect of limitations that the merger agreement places on Safety’s ability to operate its business,
return capital to stockholders or engage in alternative transactions; (e) the nature, cost and outcome of pending and future litigation
and other legal proceedings, including any such proceedings related to the proposed transaction and instituted against Safety and others;
(f) the risk that the proposed transaction and related transactions may involve unexpected costs, liabilities or delays; (g) other economic,
business, competitive, legal, regulatory, and/or tax factors; and (h) other factors described in the reports of Safety filed with the
SEC, including but not limited to the risks described in Safety’s Annual Report on Form 10-K for its fiscal year ended December
31, 2025, which was filed with the SEC on February 27, 2026, and Safety’s Quarterly Reports on Form 10-Q, and that are otherwise
described or updated from time to time in Safety’s other filings with the SEC. All forward-looking statements attributable to Safety,
or persons acting on Safety’s behalf, are expressly qualified in their entirety by this cautionary statement. Further, Safety disclaims
any obligation to update the information in this communication or to announce publicly the results of any revisions to any of the forward-looking
statements to reflect future events or developments, except as otherwise required by law. Stockholders are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the date hereof.