Safety Insurance to be acquired by MAPFRE U.S.A. for $105.00 per share in cash

SAFETY INSURANCE GROUP INC

All-cash merger at $105.00 per share; board unanimously recommends stockholder approval.
Deal subject to stockholder vote, HSR clearance, and Massachusetts Insurance Commissioner approval.
Directors and executive officers entered into voting agreements to vote shares in favor.
Termination fees: $46.2M from Safety under certain conditions; $111.8M from MAPFRE.
Equity financing committed by MAPFRE, S.A.; financing not a condition to closing.

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