No Impediments So

CHICAGO -- Conseco Inc.'s $3.25 billion proposed buyout of Kemper Corp. appears closer to completion as a Tuesday deadline passed without any new offers.

"If there were any offers, we would have disclosed them immediately. Hence the silence" when the deadline passed at midnight Tuesday, said Ira Nathanson, corporate communications director for Long Grove-based Kemper.

Conseco officials were "delighted on behalf of shareholders" of both companies when the deadline expired with no other bidders surfacing, said Joele Frank, a Conseco spokeswoman.

Under a merger agreement reached by the two companies on June 27, Kemper's board of directors had the option to terminate the Conseco deal and accept another proposal before July 6 upon the payment of $25 million and out-of-pocket expenses to Conseco. After July 6, if Kemper receives a bid from another party, it can cancel the agreement upon paying $100 million, plus out-of-pocket expenses to Conseco.

Finalization of the merger is subject to several conditions, including financing arrangements and approvals from Kemper and Conseco stockholders, regulatory agencies, and the boards and shareholders of Kemper mutual funds.

Kemper's annual stockholders meeting is scheduled for Aug. 22. Conseco stockholders also could vote on the proposed purchase by then, Frank said.

If the deal goes through, the combined entity would operate under the Kemper name, Frank said. However, the headquarters would be in Carmel, Ind., where Conseco is based.

Conseco's $67-a-share bid for Kemper last month knocked General Electric Capital Corp. out of the running to acquire the company.

General Electric said it dropped its bid for Kemper in light of Conseco's offer, which was $7 a share higher than General Electric's latest offer, and after conducting "significant due diligence."

Stephen C. Hilbert, Conseco's founder and chairman of its board of directors, has called the proposed merger "the right strategic step" that would bring Conseco a "significant new presence" in mutual funds, variable annuities, brokerage, and money market activities. Conseco already has substantial interests in life and health insurance.

Under the merger, Conseco would have more than $85 billion in assets, total net revenues and annual collected premiums of $4.2 billion, and 9,000 employees.

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