Benzinga | Apr 1, 2021 08:10AM EDT

FBL Financial's Special Committee Sends Letter To Shareholders, Urges Vote FOR Proposed Deal

April 1, 2021

Dear Fellow Shareholder,

On April 29, 2021, FBL Financial Group will hold a Special Meeting of Shareholders to vote on the proposed sale of FBL Financial Group to Farm Bureau Property & Casualty Insurance Company ("FBPCIC") for $56.00 per share in cash.

The Special Committee of the Board of Directors has a singular focus on maximizing value for FBL Financial Group's unaffiliated shareholders, and we are confident: This is the right transaction, at the right price, at the right time.

The transaction requires approval from a majority of all outstanding shares of FBL Financial Group common stock not owned by FBPCIC and its affiliates, Iowa Farm Bureau Federation ("IFBF") and its affiliates, or their respective directors and officers. Your vote FOR the transaction is critical to securing your $56.00 per share -- a compelling valuation and opportunity to realize immediate and certain value.

While a dissident, Capital Returns Management, LLC ("CRM"), may try to convince you otherwise, this is a compelling transaction that the Special Committee carefully reviewed and vigorously negotiated over several months in order to provide you with a significant premium as well as certain and immediate value.

Significant Premium and Certain, Immediate Value: $56/Share in Cash

The $56.00 per share transaction value represents a substantial, 50%+ premium to FBL Financial Group?s unaffected stock price. The $56.00 per share value also compares favorably to relevant trading and non-controlled company1? transaction multiples, and is at the high end of a full, policy-by-policy independent actuarial appraisal of FBL Financial Group. There is no doubt in our mind that $56.00 per share is a compelling offer for your FBL Financial Group shares.

Rigorous, Public Process; No Path for an Alternative Buyer

The Special Committee conducted an in-depth three-month process including multiple rounds of rigorous negotiation with FBPCIC, which ultimately secured a 19% increase in FBPCIC?s initial offer price. The Special Committee? maintained its right to review offers from other parties. No alternative potential acquirers have come forward, and 60% majority holder IFBF indicated that it has no interest in selling its position in FBL Financial Group or voting in favor of a competing offer.

Secures Compelling, Premium Value Compared to Standalone Value Creation Potential

The Special Committee evaluated the offer as compared to FBL Financial Group?s standalone prospects based on management?s projections for 2021 and beyond. In addition to the ongoing impact of the COVID-19 pandemic on the? business, management expects future results to be pressured by several headwinds, including a challenging low-interest rate environment and annuity account withdrawals. These factors were key elements in the Special Committee?s recommendation to approve the $56.00 per share transaction.

Your Vote is Important! Secure Your Cash Value and Vote for the Proposal on the WHITE Proxy Card Today!

Your vote is important, as a failure to vote will have the same effect as a vote against the transaction. No matter how many shares you own, we urge you to sign and return the enclosed WHITE proxy card and vote FOR the proposal to approve the transaction and secure your certain, immediate and compelling value of $56.00 per share in cash. You should discard any gold proxy cards you may receive from CRM. If you have already cast your vote on another proxy card, you have every right to revoke your prior vote by simply using the WHITE proxy card to vote again, as only your latest-dated proxy will count. Please vote your WHITE proxy card today, either by Internet, phone or mail. If you have questions about how to vote your shares, please immediately contact Okapi Partners, our proxy solicitor, at (877) 629-6357 or at info@okapipartners.com.

Sincerely,

The Special Committee of the

FBL Financial Group Board of Directors