Kemper Announces Early Termination of HSR Waiting Period

CHICAGO–(BUSINESS WIRE)–Kemper Corporation (NYSE: KMPR) today announced that Kemper and Infinity
Property and Casualty Corporation (NASDAQ: IPCC) have received notice
from the U.S. Federal Trade Commission granting early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the “HSR Act”), with respect to the pending
transaction between the parties announced on February 13, 2018.

The termination of the waiting period under the HSR Act satisfies one of
the conditions to the closing of the pending transaction, which remains
subject to other closing conditions, including the approval of
shareholders of Kemper and Infinity and the receipt of required
insurance regulatory clearances and approvals. The transaction is
expected to close in the third quarter of 2018.

About Kemper

The Kemper family of companies is one of the nation’s leading insurers.
With $8 billion in assets, Kemper is improving the world of insurance by
offering personalized solutions for individuals, families and
businesses. Kemper’s businesses collectively:

  • Offer insurance for home, auto, life, health and valuables
  • Service six million policies
  • Are represented by 20,000 agents and brokers
  • Employ 5,550 associates dedicated to providing exceptional service
  • Are licensed to sell insurance in 50 states and the District of
    Columbia

Learn more about Kemper.

Cautionary Statements Regarding Forward-Looking Information

This press release may contain or incorporate by reference statements or
information that are, include or are based on forward-looking statements
within the meaning of the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
give expectations, intentions, beliefs or forecasts of future events or
otherwise for the future, and can be identified by the fact that they
relate to future actions, performance or results rather than relating
strictly to historical or current facts. Words such as “believe(s),”
“goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),”
“project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may,”
“could” and variations of such words and other words and expressions of
similar meaning are intended to identify such forward-looking
statements. However, the absence of such words or other words and
expressions of similar meaning does not mean that a statement is not
forward-looking.

Any or all forward-looking statements may turn out to be wrong, and,
accordingly, readers are cautioned not to place undue reliance on such
statements. Forward-looking statements involve a number of risks and
uncertainties that are difficult to predict, and are not guarantees or
assurances of future performance. No assurances can be given that the
results and financial condition contemplated in any forward-looking
statements will be achieved or will be achieved in any particular
timetable. Forward-looking statements involve a number of risks and
uncertainties that are difficult to predict, and can be affected by
inaccurate assumptions or by known or unknown risks and uncertainties
that may be important in determining actual future results and financial
condition. The general factors that could cause actual results and
financial condition to differ materially from those expressed or implied
include, without limitation, the following: (a) the satisfaction or
waiver of the conditions precedent to the consummation of the proposed
merger transaction involving Kemper Corporation (the “Company”), a
wholly-owned subsidiary of the Company and Infinity Property and
Casualty Corporation (“Infinity”), in which a wholly-owned subsidiary of
the Company will merge with and into Infinity, with Infinity surviving
as a wholly-owned subsidiary of the Company (the “Merger”), including,
without limitation, the receipt of stockholder and regulatory approvals
(including approvals, authorizations and clearance by insurance
regulators necessary to complete the Merger) on the terms desired or
anticipated (and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the Merger); (b) unanticipated
difficulties or expenditures relating to the Merger; (c) risks relating
to the value of the shares of the Company’s common stock to be issued in
the Merger; (d) disruptions of the Company’s and Infinity’s current
plans, operations and relationships with third persons caused by the
announcement and pendency of the Merger, including, without limitation,
the ability of the combined company to hire and retain any personnel;
(e) legal proceedings that may be instituted against the Company and
Infinity following announcement of the Merger; and (f) those factors
listed in annual, quarterly and periodic reports filed by the Company
and Infinity with the Securities and Exchange Commission (the “SEC”),
whether or not related to the Merger.

The Company assumes no, and expressly disclaims any, duty or obligation
to update or correct any forward-looking statement as a result of
events, changes, effects, states of facts, conditions, circumstances,
occurrences or developments subsequent to the date of this press release
or otherwise, except as required by law. Readers are advised, however,
to consult any further disclosures the Company makes on related subjects
in its filings with the SEC.

Additional Information Regarding the Transaction and Where to Find It

This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. This communication is being made in respect of the
Merger, among other things. The proposed issuance of shares of Company
common stock in connection with the Merger will be submitted to the
stockholders of the Company for their consideration, and the proposed
Merger will be submitted to the shareholders of Infinity for their
consideration. In connection therewith, the parties intend to file
relevant materials with the SEC, including a definitive joint proxy
statement/prospectus, which will be mailed to the stockholders of the
Company and the shareholders of Infinity. However, such documents are
not currently available. BEFORE MAKING ANY VOTING OR ANY INVESTMENT
DECISION, INVESTORS AND SECURITYHOLDERS OF THE COMPANY AND/OR INFINITY
ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER. Investors and securityholders may obtain free copies of the
definitive joint proxy statement/prospectus, any amendments or
supplements thereto and other documents containing important information
about each of the Company and Infinity, once such documents are filed
with the SEC, through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC by the Company will be
available free of charge under the “Investors” section of the Company’s
website located at http://www.kemper.com
or by contacting the Company’s Investor Relations Department at
312.661.4930 or investors@kemper.com. Copies of the documents filed with
the SEC by Infinity will be available free of charge under the “Investor
Relations” section of Infinity’s website located at http://www.infinityauto.com
or by contacting Infinity’s Investor Relations Department at
205.803.8186 or investor.relations@infinityauto.com.

Participants in the Solicitation

The Company and Infinity, and their respective directors and executive
officers, certain other members of their respective management and
certain of their respective employees, may be deemed to be participants
in the solicitation of proxies in connection with the Merger.
Information about the directors and executive officers of the Company is
set forth in its proxy statement for its 2017 annual meeting of
stockholders, which was filed with the SEC on March 24, 2017, and its
annual report on Form 10-K for the fiscal year ended December 31, 2017,
which was filed with the SEC on February 13, 2018, and information about
the directors and executive officers of Infinity is set forth in its
proxy statement for its 2017 annual meeting of shareholders, which was
filed with the SEC on April 11, 2017, and its annual report on Form 10-K
for the fiscal year ended December 31, 2017, which was filed with the
SEC on February 15, 2018, each of which can be obtained free of charge
from the sources indicated above. Other 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 definitive joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.

Contacts

Kemper Corporation
News Media:
Barbara Ciesemier
312.661.4521
bciesemier@kemper.com
or
Investors:
Todd
Barton
312.661.4930
investors@kemper.com