Strategy International I... (CE) (USOTC:SGYI)
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Strategy International Insurance Group, Inc.
(OTCBB:SGYI), a provider of specialty lines of insurance, reinsurance
and structured risk underwriting focusing on credit risk and credit
enhancement, announced today that the company has signed a letter of
intent to acquire the outstanding shares of RS Group of Companies,
Inc. (OTCBB: RSGC).
Management believes that the long-term objectives of Strategy
International and RS Group will converge and that combining their
strengths in a single organization will lead to operational
efficiencies and open up new revenue opportunities for the surviving
entity.
Strategy International has confirmed its intent to acquire all of
the outstanding shares of common stock, outstanding options and all
other outstanding equity securities of RS Group. The transaction is
subject to the negotiation and execution of a definitive merger
agreement and other definitive documents on terms and conditions
acceptable to Strategy International and RS Group, as well as making
all appropriate filings with the Securities and Exchange Commission
and other regulatory agencies, as may be required.
It is anticipated that Strategy International will offer
approximately U.S.$1.75 per share of common stock of RS Group. The
price per share of RS Group's common stock is subject to adjustment
based on the completion of a valuation of the company and receipt of
a fairness opinion, which could result in a material change in the
merger consideration. The parties have agreed to a 60-day exclusivity
period.
"This acquisition will provide Strategy with the resources to
enhance further the company's global expansion. RS Group's proven
product expertise will be an exceptional addition to the Strategy
underwriting group," said Stephen Stonhill, President and Chief
Executive Officer of Strategy International.
Commenting on the announcement, John Hamilton, Chief Executive
Officer of RS Group of Companies, Inc. said "This amalgamation of two
operations, which have complementary abilities and similar long-term
objectives, indicates the ability of these two companies to recognize
yet another opportunity to expand their presence within the insurance
and reinsurance industry. We are excited to enter into this
affiliation and are confident that our combined strength will enhance
the ability of RS Group to fulfill its operational goals."
About Strategy International Insurance Group, Inc.
Strategy Insurance Limited ("Strategy"), a Barbados-formed and
licensed provider of specialty lines of insurance, reinsurance and
structured risk underwriting, focusing on credit risk and credit
enhancement, is a wholly-owned subsidiary of Strategy Holding Company
Limited, a Barbados company which is itself a wholly-owned subsidiary
of Strategy International Insurance Group, Inc. (OTCBB: SGYI).
Strategy conducts its insurance and reinsurance operations
principally through its subsidiary incorporated in Barbados, West
Indies. Strategy has offices in Barbados, London and Toronto. As of
January 31, 2005, Strategy international had approximately $158
million of assets on its balance sheet which gives the company the
ability to write gross premiums in excess of $300 million while
maintaining a conservative writings to assets ratio.
About RS Group of Companies, Inc.
RS Group of Companies, Inc. (http://www.rsgc.com) has developed
and is implementing a strategy to design, structure and sell a broad
series of pass-through risk specialty insurance and reinsurance
platforms throughout North America. The company is structured as a
holding company for an integrated group of businesses that operates
in four distinct operating segments: residential rental services,
timeshare affinity program, financial guarantee, and specialty
insurance brokerage. Current offerings include RentShield(R)
(http://www.rentshield.com), a Residential Rental Services Program
being offered to North America's $300 billion residential real estate
rental market, and Value Guaranteed Vacations, Inc.'s timeshare
affinity program, VGV(TM) Club (http://www.vgvinc.com).
Forward-Looking Statement
Statements included in this press release which are not
historical in nature, are intended to be, and are hereby identified
as "Forward Looking Statements" for purposes of safe harbor provided
by Section 21E of the Securities Exchange Act of 1934, as amended.
Forward Looking Statements may be identified by words including
"anticipate", "await", envision", "foresee", "aim at", "believe",
"intends", estimates" including without limitation, those relating to
the company's future business prospects, are subject to certain risks
and uncertainties that could cause actual results to differ
materially from those indicated in the Forward Looking Statements.
Readers are directed to the company's filings with the U.S.
Securities and Exchange Commission for additional information and a
presentation of the risks and uncertainties that may affect the
company's business and results of operations.