Phila. Consolidated Notes Fla. OIR Approval on Sale

Philadelphia Consolidated Holding Corp. announced that Tokio Marine Holdings Inc. received approval of its proposed acquisition of control of the company from the Florida Office of Insurance Regulation.

On July 23, 2008, the company and Tokio Marine entered into an Agreement and Plan of Merger pursuant to which a wholly owned subsidiary of Tokio Marine would (subject to the satisfaction of various closing conditions) merge with and into the company and Tokio Marine would acquire all outstanding shares of the company for $61.50 per share in cash.

As previously announced, Tokio Marine received approval of its proposed acquisition of control of the company from the Insurance Commissioner of the Commonwealth of Pennsylvania on Oct. 3, 2008 and the company's shareholders approved the Merger Agreement at the special meeting of the shareholders of the company that was held on Oct. 23.

The closing of the merger remains subject to, among other things, regulatory approval of the proposed merger transaction by the Financial Services Agency of Japan. The company and Tokio Marine continue to expect that the closing of the merger will occur in the fourth quarter of 2008.

In operation since 1962, PHLY designs, markets, and underwrites commercial property/casualty and professional liability insurance products incorporating value added coverages and services for select industries.