Infinity Property and Casualty Corp. and Kemper Corp. have disclosed termination fees related to their pending merger.
Under certain circumstances, Infinity must pay Kemper a termination fee of about $49.6 million if their deal is terminated. Such circumstances include Infinity accepting a competing proposal within 12 months of the termination of its deal with Kemper due to either company's failure to obtain shareholder approvals for their deal; Infinity terminating its deal with Kemper to accept a superior proposal; and Kemper ending the deal after the Infinity board changes its recommendation that Infinity shareholders adopt the merger agreement.
Kemper must pay Infinity a termination fee of about $49.6 million if their deal is terminated under certain circumstances, such as Kemper entering into a competing proposal within 12 months after its deal with Infinity was terminated because of either company's failure to get shareholder approvals for their pending merger; Kemper terminating the deal with Infinity to enter into a competing proposal; and Infinity killing the deal after the Kemper board decides not to recommend that Kemper shareholders approve the merger agreement.
Additionally, Infinity and Kemper are obligated to pay the other party's documented out-of-pocket expenses, up to about $14.2 million, if their deal is terminated because of failure to secure shareholder approval.