Strategy International I... (CE) (USOTC:SGYI)
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Strategy International Insurance Group, Inc.
(OTCBB:SGYI) and RS Group of Companies, Inc. (OTCBB:RSGC) announced
today that, on January 6th, 2006, the respective Boards of Directors
of the companies 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. We are excited to see the efforts
of both management teams have come to fruition. Combining our
strengths into a single organization will lead to operational
efficiencies and open up new revenue opportunities," said Stephen
Stonhill, President and CEO of Strategy International Insurance
Group, Inc.
John Hamilton, CEO of RS Group of Companies, Inc., said "This is
an exciting time for our 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."
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) Program (http://www.vgvinc.com).
About Strategy International Insurance Group, Inc.
Strategy International Insurance Group, Inc.,
(http://www.sgyi.com) a Texas corporation is a publicly traded
holding company for a group of financial service companies that are
located throughout the world. Strategy Holding Company Limited, a
wholly-owned subsidiary is the parent company for a group of
insurance related organizations whose operating subsidiaries include
Strategy Insurance Limited of Barbados, Strategy Insurance (Canada)
Limited and Strategy Underwriting Agency Limited. Strategy Holding
Company Limited owns all of the insurance operations of which the key
operating insurance company is Strategy Insurance Limited. Strategy
Insurance Limited was incorporated in Barbados on December 23, 2003
and was granted a license under the Barbados Exempt Insurance Act on
March 25, 2004. Strategy Insurance Limited is Strategy International
Insurance Group, Inc.'s key operating insurance company.
Forward-Looking Statement
Statements in this press release which are not historical in
nature are intended to be forward-looking statements made in reliance
on the "safe harbor" of the Securities Exchange Act of 1934. Each
company cautions that forward-looking statements involve risks and
uncertainties that may cause actual results to differ materially from
those expressed or implied in such statements. When used in this
press release, words including "anticipate," "believe," "estimate,"
"expect," "intend," "will," "could," "may" and similar expressions,
as they relate to either company or such company's management
identify forward- looking statements. Such forward-looking statements
are based on the beliefs of, as well as assumptions made by and
information currently available to, each Company. Actual results
could differ materially from those contemplated by the
forward-looking statements as a result of certain factors, including
but not limited to, domestic and international business, economic and
political conditions and developments, competitive factors, pricing
pressures, capacity and factors affecting the insurance industry.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Neither Company undertakes any obligation
to update or revise any forward-looking statement.
RS Group of Companies, Inc. (OTC Bulletin Board:RSGC)
Strategy International Insurance Group, Inc. (OTC Bulletin
Board:SGYI)