Deadline Passes in Conseco’s Bid to Take Over Kemper : Mergers: Insurer’s $3.25-billion offer expired Sunday at midnight. Kemper would not confirm meeting.

CHICAGO —  Kemper Corp. faced a midnight deadline Sunday to decide whether to accept insurance company Conseco Inc.’s $3.25-billion buyout offer.

Kemper’s board of directors was expected to discuss the proposal, but a spokesman would not confirm a meeting. Efforts to reach Kemper executives were unsuccessful.

“We expect to hear something today because the offer expires today at midnight,” Conseco spokesman James Rosensteele said Sunday. He said he had not been informed whether Kemper’s board was meeting.

Under the terms of Thursday’s offer, worth $67 a share, Carmel, Ind.-based Conseco would pay $56 a share, plus $11 represented in Conseco stock, for each common share of Kemper stock.

Conseco’s prospects for winning Kemper were greatly enhanced after GE Capital Corp., the financial arm of General Electric Co., said it would not submit a firm bid following Conseco’s offer.

Conseco’s bid topped GE’s offer by $7 a share, and falls within what analysts believe is fair value for the Long Grove, Ill.-based financial services company.

Kemper’s stock set a 52-week high Thursday at $64.625 after Conseco submitted its proposal. The stock was trading below $40 prior to GE’s offer.

Although others potential suitors have conducted due diligence reviews of Kemper, there is not another offer on the table, Kemper has said.

Some analysts said they believe Kemper will try to convince Conseco to extend its deadline in hopes of extracting a better offer from another suitor.

While the total value of Conseco’s offer is not likely to be significantly topped by a competing bidder, analysts said an all-cash offer of $67 a share would be more appealing than Conseco’s part-cash, part-stock offer.

Those rumored to have expressed interest in Kemper include Merrill Lynch & Co. Inc., Chubb Corp., Travelers Inc., SunAmerica, Equitable Cos. Inc. and American International Group. None of the companies would comment.