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Strategy and RS to merge


January 11, 2006   by Canadian Underwriter


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The respective boards of directors of Strategy International Insurance Group, Inc. (OTCBB:SGYI) and RS Group of Companies, Inc. (OTCBB:RSGC) recently approved a letter agreement stating that RS Group would be merged with and into Strategy or a wholly-owned subsidiary of Strategy.
The merger will be subject to the execution of a definitive merger agreement, the vote of the shareholders of RS Group to approve the merger, the vote of the shareholders of Strategy to increase the authorized common stock of Strategy sufficient to issue the new shares to the RS Group companies, compliance with all necessary regulatory requirements, and such other customary conditions as shall be provided by the definitive merger agreement.
Pursuant to this letter agreement, each of the holders of issued and outstanding stock of RS Group as of the record date all classes shall receive, in exchange for every three shares of RS Group common stock held, two shares of common stock, $0.001 par value of Strategy common stock. The exchange ratio was based upon initial fairness opinions provided to the respective Boards of Directors of the RS Group and Strategy by independent valuation firms.
“We have long believed that the objectives of Strategy International and RS Group match,” said Stephen Stonhill, president and CEO of Strategy International Insurance Group, Inc, says. “Combining our strengths into a single organization will lead to operational efficiencies and open up new revenue opportunities
John Hamilton, CEO of RS Group of Companies, Inc., agrees that the merger represents an exciting time for investors, clients, employees and partners.
“We look forward to a future that we believe will enable both companies to expand its presence within the insurance and reinsurance industry,” Hamilton adds.


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