Filed by MGIC Investment
Corporation
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed
pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Companies:
MGIC Investment Corporation (Commission File No.: 1-10816)
Radian Group Inc. (Commission
File No.: 1-11356)
Discussions presented below that are not statements of historical fact (including statements that include terms such as will, may, should, believe, expect, anticipate, estimate, intend, and plan) are forward-looking statements that involve risks and uncertainties. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Radian and MGIC, including future financial and operating results, the new companys plans, objectives, expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Radian or MGIC to approve the transaction; the risk that the businesses will not be integrated successfully; customer attrition and disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; competition and its effect on pricing, spending, third-party relationships and revenues; movements in market interest rates and secondary market volatility; potential sales of assets in connection with the merger; legislative and regulatory changes affecting demand for private mortgage insurance or financial guaranty insurance; downgrades of the insurance financial-strength ratings assigned by the major ratings agencies to Radians and MGICs operating subsidiaries and unfavorable changes in economic and business conditions. Additional factors that may affect future results are contained in Radians and MGICs filings with the SEC, which are available at the SECs website http://www.sec.gov. Radian and MGIC disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
The proposed merger will be submitted to shareholders of MGIC Investment Corporation and Radian Group Inc. for their consideration. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about MGIC and Radian, without charge, at the Securities Exchange Commissions Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, by accessing MGICs website (http://www.mgic.com) or Radians website (http://www.radian,biz). Copies of the joint proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Michael Zimmerman, Vice President Investor Relations, 250 E. Kilbourn, Milwaukee, WI 53092 or Mona Zeehandelaar, Senior Vice President, Investor Relations and Corporate Communications, 1601 Market Street, Philadelphia, PA 19103
MGIC Investment Corporation and Radian Group Inc., their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the shareholders of MGIC Investment Corporation and/or Radian Group Inc. in respect of the proposed merger. Information regarding MGIC Investment Corporations directors and executive officers is available in its proxy statement filed with the Securities and Exchange Commission by MGIC on March 30, 2006, and information regarding Radian Group Incs directors and executive officers is available in its proxy statement filed with the Securities and Exchange Commission by Radian on April 18, 2006. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available.
* * *
The following information was either e-mailed to MGIC Investment Corporation employees or made available on MGIC Investment Corporations internal Website on February 6, 2007.
Good morning,
By now you may be already aware of this mornings press release announcing our plans to merge with Radian. This link contains important information about this transaction. I encourage everyone to review this information and should you have any questions please speak with your manager so we can provide the answer where possible.
I am excited about this new combination as it will be beneficial to our customers, shareholders, and our co-workers.
Between now and the scheduled closing a lot of questions will be answered that we do not have the answers to today through a very thoughtful integration planning process. We will keep you updated on a regular basis.
Meanwhile, I ask each of you to continue to deliver the superior customer service that has defined MGIC for the last 50 years.
Thank you.
The proposed merger will be submitted to shareholders of MGIC Investment Corporation and Radian Group Inc. for their consideration. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about MGIC and Radian, without charge, at the Securities Exchange Commissions Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, by accessing MGICs website (http://www.mgic.com) or Radians website (http://www.radian.biz). Copies of the joint proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Michael Zimmerman, Vice President Investor Relations, 250 E. Kilbourn, Milwaukee, WI 53092 or Mona Zeehandelaar, Senior Vice President, Investor Relations and Corporate Communications, 1601 Market Street, Philadelphia, PA 19103
MGIC Investment Corporation and Radian Group Inc., their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the shareholders of MGIC Investment Corporation and/or Radian Group Inc. in respect of the proposed merger. Information regarding MGIC Investment Corporations directors and executive officers is available in its proxy statement filed with the Securities and Exchange Commission by MGIC on March 30, 2006, and information regarding Radian Group Incs directors and executive officers is available in it proxy statement filed with the Securities and Exchange Commission by Radian on April 18, 2006. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available.
February 6, 2007
Dear Fellow MGIC Co-Worker,
On behalf of MGICs Management Team and our Board of Directors, I am excited and proud of our recent announcement about our plans to merge with Radian. We intend to be better together to build a stronger future for shareholders, customers, and co-workers!
You have probably seen or read media accounts of our announcement, but I wanted you to hear from me what this means for MGIC once the transaction is completed. The new company, when combined, will have almost $15 billion in total assets, over $290 billion of primary mortgage insurance in force across the United States and Puerto Rico, a financial guaranty portfolio approximating $104 billion of net par outstanding and an international presence.
We believe this combination should be extremely beneficial to our customers, co-workers and shareholders which many of you are! We believe this transaction creates broader, deeper choices for customers, and expanded opportunities for co-workers, while positioning us to create significant benefits to shareholders of both companies.
The MGIC Management Team and our Board of Directors believe that Radian is the right partner at the right time. Radian is an outstanding organization that has the same passion for excellence in quality customer service as we do and shares our dedication to improving shareholder returns and providing co-workers with quality career opportunities.
Many of you are probably already wondering what will change. As with all merger transactions, many details will be determined once the legal part of the merger is finalized. We expect the merger will be complete in the fourth quarter of 2007. I will be chairman and chief executive officer while S.A. Ibrahim, current chief executive officer of Radian, will serve as the president and chief operating officer of the combined company. S.A. Ibrahim will succeed me as chief executive officer in May of 2009 and as chairman in May 2010. The board of directors will initially be comprised of six members designated by MGIC and five members designated by Radian, but promptly following the consummation of the merger, the MGIC Radian Financial Group will nominate an additional director designated by Radian. The new companys corporate and mortgage insurance headquarters will be located in Milwaukee and the financial guaranty business will be based out of New York. The new company will be called MGIC Radian Financial Group Inc. And, most importantly, our customers can expect the same excellent level of service that you provide them with now.
We expect that the growth of the combined company will lead to expanded career opportunities for co-workers. However, as in any transaction of this kind, there is the unfortunate possibility that some co-workers from both companies may lose their jobs as we pursue strategies to capitalize on the best of both companies. It is premature to speculate about individual jobs or functions at this time since all those decisions have not been made. Over the course of the next several months a detailed business integration plan will be developed and as part of that plan we pledge to keep you updated on a regular basis.
In closing, I want to tell you how extremely proud I am of each and every one of you. As you know we are celebrating the 50th anniversary of the founding of our company and over that time a strong culture of consistently focusing on doing the right thing and making a difference for our customers and our company has been established. That is a testament to the way you work and live your life.
S.A.Ibrahim and I both look forward to what our two organizations can accomplish together. We are confident that we will be better together and have a stronger future as one company.
Sincerely,
/s/ Curt Culver
Curt Culver
Chairman and
Chief Executive Officer
MGIC Investment Corporation
Discussions made in this press release that are not statements of historical fact (including statements that include terms such as will, may, should, believe, expect, anticipate, estimate, intend, and plan) are forward-looking statements that involve risks and uncertainties. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Radian and MGIC, including future financial and operating results, the new companys plans, objectives, expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Radian or MGIC to approve the transaction; the risk that the businesses will not be integrated successfully; customer attrition and disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; competition and its effect on pricing, spending, third-party relationships and revenues; movements in market interest rates and secondary market volatility; potential sales of assets in connection with the merger; legislative and regulatory changes affecting demand for private mortgage insurance or financial guaranty insurance; downgrades of the insurance financial-strength ratings assigned by the major ratings agencies to Radians and MGICs operating subsidiaries and unfavorable changes in economic and business conditions. Additional factors that may affect future results are contained in Radians and MGICs filings with the SEC, which are available at the SECs website http://www.sec.gov. Radian and MGIC disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
The proposed merger will be submitted to shareholders of MGIC Investment Corporation and Radian Group Inc. for their consideration. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about MGIC
and Radian, without charge, at the Securities Exchange Commissions Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, by accessing MGICs website (http://www.mgic.com) or Radians website (http://www.radian.biz). Copies of the joint proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Michael Zimmerman, Vice President Investor Relations, 250 E. Kilbourn, Milwaukee, WI 53092 or Mona Zeehandelaar, Senior Vice President, Investor Relations and Corporate Communications, 1601 Market Street, Philadelphia, PA 19103
MGIC Investment Corporation and Radian Group Inc., their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the shareholders of MGIC Investment Corporation and/or Radian Group Inc. in respect of the proposed merger. Information regarding MGIC Investment Corporations directors and executive officers is available in its proxy statement filed with the Securities and Exchange Commission by MGIC on March 30, 2006, and information regarding Radian Group Incs directors and executive officers is available in it proxy statement filed with the Securities and Exchange Commission by Radian on April 18, 2006. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available.
Q. | Why are MGIC and Radian planning to merge? |
A. | A merger between MGIC and Radian creates a premier mortgage insurance provider and a diversified financial services company, with a combined asset size of approximately $15 billion, nearly $290 billion of primary mortgage insurance in force and a financial guaranty portfolio approximating $104 billion of net par outstanding. The combined company will have a broad and balanced mix of businesses including domestic mortgage insurance, financial guaranty, financial services and international credit enhancement. It promises greater choices for customers, expanded opportunities for co-workers, and we believe it will position us to significantly increase shareholder value for the combined companies. Our new company will be able to create broader, deeper choices for customers, leverage the strengths of both companies and better diversify our risk portfolio. As a combined company, we will be better together and able to create a stronger future for our co-workers, customers and shareholders. |
Q. | What will the new company look like? |
A. | With total assets of over $15 billion and a market capitalization of approximately $10 billion, the company will be the largest private mortgage insurance company in the U.S. The combined company will be known as MGIC Radian Financial Group Inc. and will be headquartered in Milwaukee, Wisconsin with business operations in New York, Philadelphia and internationally. |
Q. | When is the merger expected to be completed? |
A. | The transaction is expected to close in the fourth quarter of 2007 and is subject to shareholder and regulatory approvals. We expect the merger integration process to be completed by the end of 2008. |
Q. | Who will lead the new company? |
A. | Curt S. Culver, current chairman and chief executive officer of MGIC, will serve as chairman and chief executive officer of the combined company. S.A. Ibrahim, current chief executive officer of Radian, will serve as the president and chief operating officer of the combined company. Mr. Ibrahim will succeed Mr. Culver as chief executive officer of MGIC Radian Financial Group Inc. in 2009 and as chairman in 2010. |
MGIC and Radian have designated key members of the new companys senior management team. Leading the combined company will be: J. Michael Lauer, chief financial officer; Patrick Sinks, head of domestic mortgage insurance; Stephen Cooke, head of financial guaranty; Mark Casale, head of capital markets; Jeffrey Lane, general counsel; Lawrence Pierzchalski, head of risk management; Lawrence DelGatto, chief information officer; Robert Croner, head of human resources; Teresa Bryce, head of strategic planning and corporate secretary and Martin Wood, head of international mortgage insurance. |
Q. | What happens next? |
A. | Communication with co-workers, customers, rating agencies and Wall Street investors will be paramount to the successful beginning of the new company. Curt and S.A. will travel to key investors to communicate details of the merger. Very shortly thereafter integration teams from both companies will be formed and the processes begun to bring the two companies together. |
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Q. | What are the financial terms of the merger? |
A. | Under the merger, 0.9658 shares of MGIC common stock will be exchanged for each 1.0 share of Radian common stock. The merger is intended to qualify as a tax free reorganization for U.S. shareholders. Based upon MGICs February 5, 2007 closing price, the pro forma combined market capitalization of the new company would be approximately $10 billion. The transaction anticipates earnings per share accretion and value enhancement for all shareholders. |
As part of the transaction, it is currently expected that the new company will initially pay a dividend of $0.25 per share per quarter, which is the current MGIC quarterly dividend rate and represents an increase of $0.23 per share for Radian shareholders. All dividends are subject to applicable law and the discretion of the applicable companys board of directors. |
Q. | How will the board of directors for the new company be structured? |
A. | The board of directors will initially be comprised of six members designated by MGIC and five members designated by Radian, but promptly following the consummation of the merger, the MGIC Radian Financial Group Inc. will nominate for director an additional Radian director to stand for election by the combined companys shareholders. |
Q. | Why is there no premium? |
A. | This transaction is a strategic merger of equals and, as such, shareholders in both companies will share in the significant benefits of the combination. |
Q. | Why do this deal now? |
A. | The strategic combination of Radian and MGIC is occurring at the right time for both companies. It parallels the consolidation that has taken place within the mortgage industry, the primary market we serve. In order to stay competitive, we are aligning ourselves with this dynamic and changing landscape. |
Q. | What are the benefits for shareholders? |
A. | This move brings together two strong, well-run companies, building strength on strength. This merger is a strategic combination creating a preeminent mortgage and credit risk insurer with a greater ability to serve customers with a broader range of products and services. The structure of this merger provides the best long-term approach for creating a stronger company, faster. In addition, Radian shareholders will receive a higher dividend as a result of the transaction and both companies shareholders are expected to benefit from the value created from the transaction. |
Q. | What will the merger mean for our communities? |
A. | MGIC and Radian share a common desire and dedication to improving the quality of life in the communities we serve. We will continue our support of the communities in which our customers and co-workers work and live. |
Q. | What will the merger mean for our customers? |
A. | Customers always have been the first priority for both companies, and that fact will not change. Our customers will benefit through a greater array of products and services which will help them grow their business resulting in bottom-line profitability. They will have enhanced products and services and feel confident they are doing business with the best talent, analytics and systems of both companies in the U.S. As a combined company, we have the commitment, talent, technology and business models to achieve a successful integration. We will keep our focus on customers throughout this process, and our first priority will be maintaining high service levels and providing value for those customers. |
Q. | What will the merger mean for co-workers? |
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A. | A larger company has the advantage of offering more career opportunities. As in any transaction of this kind, there is the unfortunate reality that some co-workers from both companies will lose their jobs. All of our decisions will be made carefully with consideration and respect for the people who have helped build these two companies. We anticipate at this time that some operations will stay in Philadelphia and the Financial Guaranty business will remain in New York. We do anticipate some Radian co-workers relocating to Milwaukee from other Radian offices. They will, of course, be offered appropriate relocation packages. |
Q. | What will it mean to co-workers displaced because of this merger? |
A. | The new company will work diligently to place co-workers in open positions or in positions newly created by the merger. Co-workers who lose their jobs as a result of the merger will receive severance and transition assistance to help them find new positions. |
Q. | When will co-workers know which jobs will be affected? |
A. | Until we understand how the new organization will be structured across all lines of business, we cannot be sure. Our co-workers future is of primary importance to us and we will strive to make these decisions as quickly as possible. We do know that in an integration process like this, job changes will take place over time and that the entire integration process may take up to 18 months. |
Q. | Will there be changes to compensation and benefits as a result of the merger? |
A. | There will not be any immediate changes. However, our integration team will review compensation and benefits, and keep co-workers updated as decisions regarding compensation and benefits are made. We remain committed to providing competitive benefits to our entire workforce. |
Q. | Will there be any changes for retirees? |
A. | Retirees are very important to MGIC and Radian, and we are very appreciative of their years of service. For now, there will be no changes. We pledge to keep all co-workers, including retirees, apprised of any changes in benefits or services that may affect them. We also pledge to keep the needs of our co-workers and retirees paramount in our thinking as we move through a careful and intelligent transition to the new company. |
Q. | How will co-workers be kept informed? |
A. | We will communicate on a regular basis through emails and our intranet to keep co-workers abreast of any changes that result from this merger. |
Q. | Who should the media be referred to? |
A. | It is MGICs policy that all media inquiries be handled by our corporate relations department. All calls from the media should be directed to either Katie Monfre at 414-347-2650 or Mike Zimmerman at 414-347-6596. Media calls specifically regarding Radian can be directed to Michelle Davidson at 215-231-1325. |
Q. | Who should customer calls be referred to? |
A. | Customers with questions should be referred to their account manager. |
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Discussions made in this document that are not statements of historical fact (including statements that include terms such as will, may, should, believe, expect, anticipate, estimate, intend, and plan) are forward-looking statements that involve risks and uncertainties. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Radian and MGIC, including future financial and operating results, the new companys plans, objectives, expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Radian or MGIC to approve the transaction; the risk that the businesses will not be integrated successfully; customer attrition and disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; competition and its effect on pricing, spending, third-party relationships and revenues; movements in market interest rates and secondary market volatility; potential sales of assets in connection with the merger; legislative and regulatory changes affecting demand for private mortgage insurance or financial guaranty insurance; downgrades of the insurance financial-strength ratings assigned by the major ratings agencies to Radians and MGICs operating subsidiaries and unfavorable changes in economic and business conditions. Additional factors that may affect future results are contained in Radians and MGICs filings with the SEC, which are available at the SECs website http://www.sec.gov. Radian and MGIC disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
The proposed merger will be submitted to shareholders of MGIC Investment Corporation and Radian Group Inc. for their consideration. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about MGIC and Radian, without charge, at the Securities Exchange Commissions Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, by accessing MGICs website (http://www.mgic.com) or Radians website (http://www.radian.biz). Copies of the joint proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Michael Zimmerman, Vice President Investor Relations, 250 E. Kilbourn, Milwaukee, WI 53092 or Mona Zeehandelaar, Senior Vice President, Investor Relations and Corporate Communications, 1601 Market Street, Philadelphia, PA 19103
MGIC Investment Corporation and Radian Group Inc., their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the shareholders of MGIC Investment Corporation and/or Radian Group Inc. in respect of the proposed merger. Information regarding MGIC Investment Corporations directors and executive officers is available in its proxy statement filed with the Securities and Exchange Commission by MGIC on March 30, 2006, and information regarding Radian Group Incs directors and executive officers is available in it proxy statement filed with the Securities and Exchange Commission by Radian on April 18, 2006. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available.
4
February 6, 2007
Dear Valued MGIC Customer,
On behalf of MGIC Investment Corporations Management Team and our Board of Directors, I am excited and proud of our recent announcement about our plans to merge with Radian Group Inc. We intend to be better together to build a stronger future for shareholders, customers, and co-workers!
The new combined company will be a preeminent mortgage insurance provider and a diversified financial services company, with a combined asset size of approximately $15 billion, nearly $290 billion of primary mortgage insurance in force and a financial guaranty portfolio approximating $104 billion of net par outstanding.
As with any announcement such as this one, you are probably wondering how it will affect you and your relationship with us. In the short term there will be no change in how you do business with MGIC. As we have in the past, we will keep you informed of any changes that will impact your organization or how you do business with us. You can continue to expect the same great service from the same great people. We have a solid commitment to provide you the right solution the first time, every time. In the future, the combined strength of the two companies will provide our customers with deeper, more comprehensive product offerings and services.
We value your business and the trust you have put in our company over the years. We truly believe that the merger of MGIC and Radian will make an outstanding partnership and that our valued customers can look forward to even better service and product offerings. If you have questions about the merger please contact your MGIC account manager. Thank you.
Sincerely,
/s/ Curt S. Culver
Curt S. Culver
Chairman and Chief
Executive Officer
MGIC Investment Corporation
The proposed merger will be submitted to shareholders of MGIC Investment Corporation and Radian Group Inc. for their consideration. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about MGIC and Radian, without charge, at the Securities Exchange Commissions Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, by accessing MGICs website (http://www.mgic.com) or Radians website (http://www.radian,biz). Copies of the joint proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Michael Zimmerman, Vice President Investor Relations, 250 E. Kilbourn, Milwaukee, WI 53092 or Mona Zeehandelaar, Senior Vice President, Investor Relations and Corporate Communications, 1601 Market Street, Philadelphia, PA 19103
MGIC Investment Corporation and Radian Group Inc., their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the shareholders of MGIC Investment Corporation and/or Radian Group Inc. in respect of the proposed merger. Information regarding MGIC Investment Corporations directors and executive officers is available in its proxy statement filed with the Securities and Exchange Commission by MGIC on March 30, 2006, and information regarding Radian Group Incs directors and executive officers is available in it proxy statement filed with the Securities and Exchange Commission by Radian on April 18, 2006. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available.
| Creates a preeminent mortgage insurer and credit risk insurer |
| Complimentary mix of revenues/earnings |
| Stronger platform for growth |
| Long term shareholder value creation with increased financial strength and flexibility |
Discussions made in this press release that are not statements of historical fact (including statements that include terms such as will, may, should, believe, expect, anticipate, estimate, intend, and plan) are forward-looking statements that involve risks and uncertainties. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Radian and MGIC, including future financial and operating results, the new companys plans, objectives, expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Radian or MGIC to approve the transaction; the risk that the businesses will not be integrated successfully; customer attrition and disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; competition and its effect on pricing, spending, third-party relationships and revenues; movements in market interest rates and secondary market volatility; potential sales of assets in connection with the merger; legislative and regulatory changes affecting demand for private mortgage insurance or financial guaranty insurance; downgrades of the insurance financial-strength ratings assigned by the major ratings agencies to Radians and MGICs operating subsidiaries and unfavorable changes in economic and business conditions. Additional factors that may affect future results are contained in Radians and MGICs filings with the SEC, which are available at the SECs website http://www.sec.gov. Radian and MGIC disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
The proposed merger will be submitted to shareholders of MGIC Investment Corporation and Radian Group Inc. for their consideration. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about MGIC and Radian, without charge, at the Securities Exchange Commissions Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, by accessing MGICs website (http://www.mgic.com) or Radians website (http:/www.radian.biz). Copies of the joint proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Michael Zimmerman, Vice President Investor Relations, 250 E. Kilbourn, Milwaukee, WI 53092 or Mona Zeehandelaar, Senior Vice President, Investor Relations and Corporate Communications, 1601 Market Street, Philadelphia, PA 19103
MGIC Investment Corporation and Radian Group Inc., their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the shareholders of MGIC Investment Corporation and/or Radian Group Inc. in respect of the proposed merger. Information regarding MGIC Investment Corporations directors and executive officers is available in its proxy statement filed with the Securities and Exchange Commission by MGIC on March 30, 2006, and information regarding Radian Group Incs directors and executive officers is available in it proxy statement filed with the Securities and Exchange Commission by Radian on April 18, 2006. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available.
MGIC Radian Financial
Group
Creating a
Preeminent
Mortgage and Credit Risk Insurer
February 6, 2007
Forward Looking Statement
Discussions made in this press release that are not statements of historical fact (including statements that include terms such as will, may, should, believe, expect, anticipate, estimate, intend, and plan) are forward-looking statements that involve risks and uncertainties. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Radian and MGIC, including future financial and operating results, the new companys plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Radian or MGIC shareholders to approve the transaction; the risk that the businesses will not be integrated successfully; customer attrition and disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; competition and its effect on pricing, spending, third-party relationships and revenues; movements in market interest rates and secondary market volatility; potential sales of assets in connection with the merger; legislative and regulatory changes affecting demand for private mortgage insurance or financial guaranty insurance; downgrades of the insurance financial-strength ratings assigned by the major ratings agencies to Radians and MGICs operating subsidiaries and unfavorable changes in economic and business conditions. Additional factors that may affect future results are contained in Radians and MGICs filings with the SEC, which are available at the SECs website http://www.sec.gov. Radian and MGIC disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
Additional Information
The proposed merger will be submitted to shareholders of MGIC Investment Corporation and Radian Group Inc. for their consideration. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about MGIC and Radian, without charge, at the Securities and Exchange Commissions Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, by accessing MGICs website (http://www.mgic.com) or Radians website (http://www.radian.biz).
MGIC Investment Corporation and Radian Group Inc., their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the shareholders of MGIC Investment Corporation and/or Radian Group Inc. in respect of the proposed merger. Information regarding MGIC Investment Corporations directors and executive officers is available in its proxy statement filed with the Securities and Exchange Commission by MGIC on March 30, 2006, and information regarding Radian Group Incs directors and executive officers is available in it proxy statement filed with the Securities and Exchange Commission by Radian on April 18, 2006. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available. .
Compelling Strategic Transaction
Leadership and Scale
Enhanced Operating Platform
Financially Compelling
Creating Shareholder Value
Synergistic Transaction
3
Compelling Strategic Transaction
Leadership
and Scale
Enhanced
Operating
Platform
Financially
Compelling
A premier mortgage insurer $290bn
of combined insurance in-force;
$98bn of NIW in 2006
Experienced and strong combined management team
Increased financial strength and flexibility from larger size
Complementary businesses
mortgage
insurance, financial guaranty,
C-BASS and Sherman
Significant operating efficiencies
Complementary mix of revenues / earnings
Stronger platform for growth international opportunities
Attractive risk profile diverse geography, business mix
Financially accretive to both companies EPS
Significant cost savings opportunities
Strong capital base
Substantial excess capital generation
4
Overview of Transaction Terms
100% Stock
Consideration
Structure
0.9658 MGIC shares per Radian share
Market-for-market exchange (based on February 2, 2007 market close)
Name
MGIC Radian Financial Group
Mortgage Insurance business: MGIC
Financial Guaranty business: Radian Guaranty
Locations
Headquarters: Milwaukee, WI
Mortgage Insurance: Milwaukee, WI; Philadelphia, PA; International
Financial Guaranty: New York, NY; International
Board Composition
6 MGIC directors (including Chairman); 5 independents
5 Radian directors (including Lead Director); 4 independents
To be increased to 6 directors, 5
independents upon election by shareholders following
consummation of the
merger
Leadership
CC, Chairman and CEO until two years post closing
SAI, President and COO; assumes CEO title two years post closing
Senior management positions identified
Timing
Expected closing fourth quarter of 2007
Subject to regulatory approvals and approval of shareholders of both companies
$1.00 per share (current MGIC dividend)
Approvals
Normal shareholder and regulatory approvals
Due Diligence
Completed
Dividend
5
Highly Experienced
Management Team
Organization Chart
Post-Closing
11
Martin Wood
International
23
Teresa Bryce
Corporate Strategy / Corporate Secretary
22
Lawrence DelGatto
Technology / Information
27
24
10
20
17
23
28
25
31
Industry
Experience
(Years)
Rob Croner
Human Resources
Larry Pierzchalski
Risk
Jeff Lane
General Counsel
Mark Casale
Capital Markets
Mike Lauer
Chief Financial Officer
Stephen Cooke
Financial Guaranty Company
Pat Sinks
Mortgage Insurance Company
S.A. Ibrahim
President / Chief Operating Officer
Curt Culver
Chief Executive Officer
Post-Closing
Title
6
Pro Forma Franchise and Earnings
Pro Forma Net Income Mix(1)
Combined Businesses
Mortgage
Insurance
65.8%
Sherman
11.3%
Financial
Guaranty
13.2%
C-BASS
9.7%
2006 Total: $1.1 billion
Mortgage insurance franchise
$290bn of insurance in force
$98bn of 2006 NIW
Financial guaranty business
Strong AA franchise
$104bn of net par outstanding
Financial services businesses
C-BASS: A market leader in
purchasing, servicing and investing in
credit sensitive residential
mortgage
assets
$291mm in 2006 pre-tax net
income
Sherman: The nations largest buyer
and servicer of unsecured distressed
consumer debt
$347mm in 2006 pre-tax net
income
1.
Assumes restructuring of C-BASS and Sherman stakes to reduced ownership of 49.9%
(pro forma reflects sale of stake, review of other
potential
alternatives).
7
MGIC Radian Mortgage Insurance Business
Scale provides significant operating
efficiencies
Best practices of both companies
Single technology platform for MI
business
Maintain sound risk profile
Leading product capabilities
Capital market solutions
Credit default swaps
Bulk / flow
Well positioned to succeed across
mortgage products and volume cycles
Increasing MI Penetration Rates
Persistency Continues to Recover(1)
2007E
1. Represents median of MGIC and Radian.
8
Increased Scale and Operating Efficiencies
Increased Scale(1)
Note: Statutory expense data for YTD of 30-Sep-2006.
1. Includes purchase accounting adjustments. Data at or for the twelve months ended 2006 on a combined basis.
$290 billion of insurance-in-force
$2.8 billion of revenue
$1.1 billion of net income
$9.7 billion of total capitalization
$8.3 billion of tangible book value
Combination of MGIC and Radian
Creates Greater
Operating Efficiencies and Financial
Strength
Statutory Expense Ratio
9
Primary Mortgage Insurance Risk Profile
% of RIF
18.1%
% of RIF
14.6%
% of RIF
23.8%
% of RIF
25.7%
% of RIF
17.8%
Maintains Excellent Risk Dispersion
FICO Distribution
Product Type
Original LTV
Geographic Dispersion
700 &
>
45%
575
619
9%
620
699
42%
<
575
4%
ARM Neg
Am
4%
ARM No
Neg
Am
17%
FRM
79%
100s
19%
95s
29%
90s
32%
85s
7%
80s
7%
<
80
6%
Note: As of 31-Dec-2006.
10
Products
Client
Need
Targets
Flow
Pool
Contract
Underwriting
Lower cost to
originate
Improved
secondary market
execution
National, regional
and correspondent
lenders with
traditional funding
needs
Flow and Pool
Plus
:
Bulk
Second liens
NIMs
Credit default
swaps
Increased liquidity
Balance sheet and
capital management
Credit risk transfer
Top tier,
non-
prime and smaller
clients with
sophisticated
funding
needs
Equity
BB
BBB
A
AA
AAA
Same
Underlying
Mortgage
Collateral
Credit
Default
Swaps
(CDS)
Net
Interest
Margin
Securities
(NIMs)
Seconds
Pool
Bulk
Flow
Traditional MI
Providing Solutions Across Credit Spectrum
Mortgage Risk Origination Capabilities
11
Source: Inside Mortgage Finance, FNMA, MBAA December Outlook.
Residential Mortgage
Market
Strong Sector Growth
Dynamics
Single Family Mortgage Originations ($tn)
12
1980s
2000 2010
1990s
Source: U.S. Department of Commerce, U.S. Census Bureau for 1980 through June 2002 data; Fannie Mae 2005 Statistical Summary data.
Mortgage Demand Continues to Grow
13
Market Opportunities
MGIC Radian Has the Size and
Scale to
Dynamically Target Attractive Opportunities
Opportunities
Mortgage
Debt
Outstanding:
$10 trillion
as of 4Q06
(source: MBA)
MI Industry Insurance
In
Force:
$668 trillion
as of December 31, 2006
(source: MICA)
Credit default swaps
NIMs
Second-to-pay pool
Flow MI
Bulk MI
Pool policies
New products and
services
14
Financial Guaranty Overview
Public Finance
5.4
Transportation
6.2
Utilities
0.8
Other public finance
5.1
Tax-backed
53.9%
Subtotal
1.5
Long-term care
2.6
Investor-owned utilities
0.8
Housing
10.6
Healthcare
16.8
General obligations
4.1%
Education
Sector %
Sector
Direct writer of credit enhancement
for municipal
bonds, asset-backed obligations and structured
products
Provider of reinsurance to AAA-
rated, monolines,
primary FG insurers for municipal bonds and
asset-
backed obligations
Insures timely payment of interest and principal
Primarily insures investment grade obligations
97% of public finance portfolio and
95% of structured
finance portfolio is investment grade
December 31, 2006 net par outstanding: $104 billion
Portfolio Product Lines (As of 31-Dec-06)
Structured Finance
46.1%
Subtotal
1.7
Other structured finance
39.4
CDOs
1.3
Asset-backed mortgage / MBS
2.1
Asset-backed consumer
1.6%
Asset-backed commercial and other
Sector %
Sector
15
C-BASS Overview
Purchases, services and securitizes
"credit sensitive" residential mortgage
assets
Invests where servicing makes a
difference
Built servicing portfolio to more
than $56
billion at December 31, 2006
80% of revenues are recurring from
servicing, money management and
portfolio management
Complements MGIC Radian's capital
markets channel in accessing the
subprime markets and taking credit risk
in a different form
Strong earnings growth
Pre-tax Net Income ($mm)
Sherman Financial Group Overview
Originates, purchases and services
consumer debt
Purchases of distressed debt made at
deep discounts to their original face
value from national financial
institutions and major retail
corporations
CreditOne Bank
1.3 million customers1
Provides diversified and recurring
revenue
Leverage consumer debt platform
International opportunities
Strong earnings growth
Consolidated Pre-tax Net Income ($mm)
1. As of September 30, 2006.
Enhanced Strategic Opportunities
Combination of MGIC and Radian
Creates
a Stronger Platform for Growth
Combination will accelerate
MGIC Radians ability to expand operations
internationally, experienced
management team already in place
Hong Kong based operations for
mortgage
Australian-based operations
Canadian expansion in progress
A premier US mortgage insurer
Strong AA financial guarantor
London-based European
operations for mortgage
insurance and financial
guaranty
Significant Achievable Cost Savings
Estimated Cost Savings
Consolidation of mortgage insurance
operations and technology platform
Elimination of duplicative corporate
staff functions and related overhead
Greater shared services efficiencies
Cost savings represent 24% of
combined companys cost base
Anticipated to be realized over
12-18
month period post-close
Cost Savings Opportunities
100%
$ 128
36
46
Other G&A
32
41
Direct and
Indirect
IT
32 %
$ 41
Direct MI
Expenses
% of
Total
Savings
$mm
Substantial Capital
Generation
($ in
millions)
Support growth in core businesses
Financial / strategic flexibility
Ability to invest in business initiatives
International
Other
Return excess capital to
shareholders
Potential Uses
Integration Plan
Detailed Transaction close Integration
Integration Technology conversion of MI systems Complete
Planning Integration of overlapping businesses and shared
services
Best of both companies
Talent, analytics, systems and processes
Communication with constituencies
Ratings agencies, regulators, employees, investors and customers
Integration timetable:
1Q 3Q 2007
2H 2008
1Q 2008
4Q 2007
1H 2009
Pro Forma
Assumptions
Transaction Close:
4th Quarter 2007
Consideration / Structure:
100% Stock
Radian to receive 0.9658 shares of MGIC common stock for each Radian share
Synergies:
Pre-tax cost savings
$128mm phased in 75% / 100% in 2008 / 2009, respectively
No revenue synergies assumed
Estimated lost MI business volume of approximately $12bn of combined NIW by 2008
Share Repurchase:
Approximately $1bn share repurchase upon closing
Funded by debt / preferred issuance and excess capital
Additional share repurchase of approximately $750mm (potentially higher)
Funded by proceeds from reduced ownership in C-BASS and Sherman stakes and excess capital
Other Assumptions:
I/B/E/S median EPS estimates for 2008 (as of 05-Feb-2007), thereafter, EPS grown at long-term growth rate of 10%
Restructuring charge equal to $125mm to $150mm, after-tax
Identified intangibles of $250mm, amortized utilizing sum-of-the digits methodology over 7 years
Pro Forma Financial
Analysis Earnings Impact
To Radian Shareholders
To MGIC Shareholders
11.5
8.88
7.96
2009
8.6%
$7.86
$7.24
2008
Cash
8.2
8.62
7.96
2009
4.7%
$7.58
$7.24
2008
% Change
Pro Forma
Current
GAAP
9.5
9.19
8.39
2009
6.7%
$8.14
$7.63
2008
Cash
6.3
8.92
8.39
2009
2.8%
$7.85
$7.63
2008
% Change
Pro Forma
Current (I/B/E/S)
GAAP
Note: Based on exchange ratio of 0.9658x.
Compelling Strategic Transaction
Leadership and Scale
Enhanced Operating Platform
Financially Compelling
Creating Shareholder Value
Synergistic Transaction
24
Appendix
25
Pro Forma Income Statement
(159)
(145)
Lost Income From Equity Affiliates
51
68
Radian DAC Amortization
(27)
1
Other1
(120)
(92)
Total After-tax Adjustments2
(42)
(42)
Funding Costs
$ 1,126
$ 1,092
Pro Forma Operating Cash Net Income
$ 1,093
$ 1,053
Pro Forma Operating GAAP Net Income
(33)
(39)
Transaction Identified Intangible Amortization
$ 92
$ 66
Cost Savings
After-tax Adjustments
$ 1,213
$1,144
Pro Forma Net Income Before Adjustments
601
567
Radian Standalone GAAP Net Income (Based on I/B/E/S)
$ 612
$ 578
MGIC Standalone GAAP Net Income (Based on I/B/E/S)
2009
2008
($ in millions)
Note: Operating
net income represents net income before merger-elated
expenses. Operating cash net income is equal to operating net
income plus after-tax impact of intangible amortization.
1. Includes addback of potential business losses and excess cash yield.
2. Excludes accounting impact of future merger-related expenses realized through income statement.
Balance Sheet Summary
748
781
Debt
$7,929
$6,622
Total Liabilities and Equity
$4,068
$4,296
Total Equity
$3,861
$2,326
Total Liabilities
1,327
229
Other Liabilities
842
1,126
Reserve for Losses
$944
$190
Unearned Premiums
$7,929
$6,622
Total Assets
1,261
1,063
Other Assets
222
13
Deferred Policy Acquisition Costs
$6,446
$5,546
Cash and Investments
Radian
MGIC
As of December 31, 2006
($ in
millions)
Source: Publicly available financial statements.
Pro Forma Financial
Analysis Capital Impact
8.3x
10.4 x
7.4 x
MI Risk-in-Force /
Statutory
Capital
(2006A)
12 - 15 %
15.9 %
15.4 %
Rating
Agency
Debt
/ Capital (2007E)
18 - 20 %
15.9 %
15.4 %
GAAP Debt / Capital
(2007E)
Pro Forma
Radian
MGIC