Rtw (NASDAQ:RTWI)
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RTW, Inc. (“RTW”)
(Nasdaq:RTWI), announced today that at a special meeting of shareholders
held today, shareholders of RTW approved the Agreement and Plan of
Merger dated September 20, 2007 under which Rockhill Holding Company (“Rockhill”)
agreed to acquire all outstanding shares of RTW stock for $12.45 per
share in cash, in a transaction valued at approximately $67.6 million.
RTW and Rockhill have each been notified by the Federal Trade Commission
that it has granted early termination of the Hart-Scott-Rodino review of
the transaction. RTW and Rockhill have also received an indication of
preliminary approval of the transaction from the Minnesota Department of
Commerce, subject to approval of the merger by the shareholders of RTW,
which has now occurred. The proposed transaction remains subject to
closing conditions including, among other things, the accuracy of RTW
representations, RTW’s continued compliance
with business and financial covenants, and the execution of employment
contracts.
RTW indicated that the parties currently anticipate the transaction to
close during the week of December 17, 2007.
About Rockhill Holding Company
Rockhill Holding Company is a Kansas City based insurance holding
company writing specialty property and casualty business through its two
insurance company subsidiaries, Rockhill Insurance Company and Plaza
Insurance Company.
About RTW
RTW, Inc., based in Minneapolis, Minnesota, is a leading provider of
products and services to manage insured and self-insured workers'
compensation, disability and absence programs. RTW provides these
services, primarily directed at workers’
compensation to: (i) employers insured through its wholly-owned
insurance subsidiaries, American Compensation Insurance Company (“ACIC”)
and Bloomington Compensation Insurance Company (“BCIC”);
(ii) self-insured employers on a fee-for-service basis; (iii) state
assigned risk plans on a percent of premium basis; (iv) other insurance
companies; and (v) agents and employers on a consulting basis, charging
hourly fees. RTW developed two proprietary systems to manage disability
and absence: (i) ID15®,
designed to quickly identify those injured employees who are likely to
become inappropriately dependent on disability system benefits,
including workers’ compensation; and (ii) RTW
Solution®, designed
to lower employers’ disability costs and
improve productivity by returning injured employees to work as soon as
safely possible. RTW supports these proprietary management systems with
state-of-the-art technology and talented people dedicated to its vision
of transforming people from absent or idle to present and productive.
ACIC writes workers’ compensation insurance
for employers primarily in Minnesota, Colorado and Michigan, but is
growing in new markets including Florida, Texas, Kansas, Connecticut,
North Carolina and Iowa. BCIC offers workers’
compensation insurance to selected employers in Minnesota and Colorado.
In addition, through its Absentia®
division, RTW has expanded and provides non-insurance products and
service offerings nationally. RTW’s services
are effective across many industries. RTW, Inc. is traded on the Nasdaq
Global Market under the symbol RTWI. For more information on RTW, Inc.,
please visit www.rtwi.com.
Safe Harbor Statement
Some of the statements made in this News Release, as well as statements
made by RTW in periodic press releases and oral statements made by it to
analysts and shareholders in the course of presentations about RTW,
constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause RTW’s
actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Statements about RTW’s
future prospects are forward-looking and, therefore, involve certain
risks and uncertainties. These and other risk factors are discussed in
RTW’s Report on Form 10-K for the year ended
December 31, 2006 and from time-to-time in its other filings with the
Securities and Exchange Commission. In addition to these factors,
forward looking statements in this press release are subject to: (i) the
ability of RTW and Rockhill to obtain the remaining required regulatory
approvals needed for consummation of the merger; and (ii) customary
closing conditions.