Memorandum
|
 |
To:
|
AmerUs Group Retirement Plan Participants | |
From:
|
Human Resources | |
Date:
|
October 27, 2006 | |
Re:
|
AmerUs Group Common Stock Cash Out under the Aviva Merger Agreement |
In July, we announced the signing of a definitive agreement (“Merger Agreement”) between AmerUs
Group Co. (“Company”) and Aviva plc (“Aviva”), under which Aviva will acquire the Company for $69
per share in cash for all outstanding shares of Company common stock (“Acquisition”). In
accordance with the Merger Agreement, each share of your Company common stock investments in your
All«AmerUs Savings & Retirement Plan, All«AmerUs Supplemental Executive Retirement Plan
and All«AmerUs Excess Benefit Plan (collectively “AmerUs Retirement Plans”) will be canceled
and converted into the right to receive $69 in cash. The Company’s shareholders approved the
Acquisition on October 19; however, completion of the Acquisition remains subject to the receipt of
government and regulatory approvals and other conditions as set forth in the Merger Agreement.
Assuming all conditions are met, the Acquisition is expected to be complete before December 31,
2006.
The Company common stock investments in your AmerUs Retirement Plans — whether directed by you as
a general investment, or company-directed under the Employee Stock Ownership Plan (ESOP) component
— will be treated like all other shares of Company common stock and will therefore be canceled and
converted into the right to receive $69 in cash. As soon as practicable following the closing date
of the Acquisition, but no later than five business days thereafter, such amounts will be
transferred to our AmerUs Retirement Plans trustee, J.P. Morgan Chase, and your account will be
credited with $69 in cash for each share of Company common stock in which you have invested through
the AmerUs Retirement Plans. This period (beginning on the Acquisition closing date and ending on
the date cash is actually received by J. P. Morgan Chase) is called a “blackout period” — a time
during which these funds will not be accessible to you for investment direction, loans or
distributions. While the exact timing of this period is unknown, it is important for you to
understand the cash deposited into your account will be directed into the funds you’ve selected for
investment of future contributions on file as of the Acquisition closing date. Cash received by
J.P. Morgan Chase by 3:00 CST will be invested based on the various funds’ closing prices on that
day.
With respect to the All«AmerUs Savings & Retirement Plan, federal law generally requires that
you be furnished notice of the “blackout period” at least 30 days in advance of the last date on
which you could exercise your affected rights before the commencement of any “blackout period” in
order to provide you with sufficient time to consider the effect of the “blackout period” on your
retirement and financial plans. In the event the Acquisition closing date occurs earlier than 30
days after the date of this memorandum, the notice period will obviously be less than 30 days.
Since obtaining all government and regulatory approvals is not within our control, we cannot at
this point determine the exact dates of the “blackout period.” However, we wanted to provide you
with this information and notice as soon as possible after the Company’s shareholders approved the
Acquisition.
You may change your future investment options at any time by calling the J.P. Morgan Retirement
Plan Services Information Line at 1-800-345-2345, or by accessing the J.P. Morgan web-site at
www.retireonline.com. Investment changes initiated by 3:00 CST are effective the following
business day.
The portion of your account balance in the AmerUs Retirement Plans that is not invested in Company
common stock is unaffected by the Acquisition described above and by the “blackout period.”
If you have questions regarding the “blackout period,” including whether the “blackout period” has
started or ended, please contact the AmerUs Service Center at 1-877-AmerUs-4-U (1-877-263-7874).
The foregoing does not constitute investment advice. You should consult your investment advisor
prior to making any changes in your investments.