Acquisition of National Interstate Corporation by American Financial Group May Not Be in Shareholders' Best Interests

Robbins LLP is investigating the proposed acquisition of National Interstate Corporation (NASDAQ: NATL) by Great American Insurance, a wholly owned subsidiary of American Financial Group (NYSE: AFG). On February 5, 2014, American Financial Group announced that Great American has commenced a tender to acquire all of the outstanding shares of National Interstate common stock not owned by them for $28.00 per share in cash.

Is the Proposed Merger Best for National Interstate and Its Shareholders?

Robbins LLP's investigation focuses on whether the board of directors at National Interstate is undertaking a fair process to obtain maximum value and adequately compensate National Interstate shareholders.

As an initial matter, the $28.00 merger consideration represents a premium to shareholders of just 26.3% based on the National Interstate's closing price on February 4, 2014. This one day premium is significantly below the average one day premium of nearly 35% for comparable transactions in the last three years. Further, National Interstate has traded above the $28.00 merger consideration as recently as December 3, 2014, and traded as high as $36.36 on July 18, 2013.

In addition, several current members of the National Interstate Board of Directors are executive officers of American Financial and Great American Insurance. Specifically, board members, Joseph E. Consolino and Vito C. Peraino, are executive officers of American Financial, while board members, Gary J. Gruber and Donald D. Larson, are executive officers of the Great American Insurance.

National Interstate shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.

National Interstate Corporation shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.