Stockholders Approve Zenith Transaction With Fairfax


Woodland Hills, CA - Zenith National Insurance Corp. announced today that its stockholders voted overwhelmingly in favor of the company's acquisition by Fairfax Financial Holdings Limited.

At a special meeting of stockholders held today at Zenith's headquarters in Woodland Hills, California, the required majority of outstanding shares were voted to adopt the merger agreement and approve the merger. Based on information provided by Computershare, the company's inspector of elections for the special meeting, of the shares voted, 98.94% were voted in favor of the transaction, representing 76% of the outstanding shares. Pursuant to the merger agreement, subject to approval by the California Department of Insurance and the satisfaction or waiver of other customary closing conditions, an indirect wholly-owned subsidiary of Fairfax will merge with and into the company, with the company continuing as the surviving company and an indirect wholly-owned subsidiary of Fairfax. In the merger, each share of the company then outstanding (other than shares with respect to which appraisal rights have properly been exercised) will be cancelled and automatically convert into the right to receive $38.00 in cash, without interest and less any required withholding tax.

The merger is expected to close in the second quarter of 2010.

About Zenith

Zenith National Insurance Corp., a Delaware corporation incorporated in 1971, is a holding company engaged, through its wholly-owned subsidiaries, Zenith Insurance Company and ZNAT Insurance Company, in the workers' compensation insurance business, nationally.

Cautionary Statement Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements if accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed. Statements containing words such as expect, anticipate, believe, estimate, likely or similar words that are used herein or in other written or oral information conveyed by or on behalf of Zenith are intended to identify forward-looking statements. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects on Zenith. Such forward-looking statements are not guarantees of future events. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors: (i) litigation with respect to the merger could delay or prevent the closing of the merger; (ii) the parties may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; (iii) the parties may be unable to complete the merger because, among other reasons, conditions to the closing of the merger may not be satisfied or waived; (iv) possible disruptions from the merger may make it more difficult to maintain business and operational relationships; (v) developments beyond the parties' control, including but not limited to, changes in domestic or global economic conditions, competitive conditions and consumer preferences, adverse weather conditions or natural disasters, health concerns, international, political or military developments and technological developments; and (vi) the "risk factors" and other factors referred to in Zenith's reports filed with or furnished to the Securities and Exchange Commission. There can be no assurance that other factors not currently anticipated by Zenith will not materially and adversely affect future events. Investors and stockholders are cautioned not to place undue reliance on any forward-looking statements made by or on behalf of Zenith. Forward-looking statements speak only as of the date they are made. Zenith does not undertake any obligation to update or revise any forward-looking statement.

Source: Zenith National Insurance Corp. 

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