The National Security Group, Inc.’s Special Meeting of the Stockholders
June 21 2022 - 5:45PM
Business Wire
The National Security Group, Inc. (“NSG”) (NASDAQ:NSEC) today
announced that, as required by the Delaware General Corporation
Law, its stockholders have voted at a special meeting to adopt the
previously announced Agreement and Plan of Merger (“Plan of
Merger”), dated as of January 26, 2022, by and among NSG, VR
Insurance Holdings, Inc., a Delaware corporation (“VR Holdings,
Inc.”), and VR Insurance Merger Sub, Inc., a Delaware corporation
(“Merger Sub”), pursuant to which NSG will be acquired by VR
Holdings. At the special meeting, NSG’s stockholders approved the
adoption of the Plan of Merger and approved on a non-binding
advisory basis the executive compensation that may be paid or
become payable in connection with the transaction contemplated by
the Plan of Merger. The final voting results for each proposal
voted on at the special meeting will be set forth in a Form 8-K
filed by the Company with the U.S. Securities and Exchange
Commission.
In accordance with Section 27-29-3 Code of
Alabama 1975, as amended, VR Holdings filed a Form A to
request the Alabama Commissioner of Insurance approve the
transaction contemplated by the Plan of Merger. On June 14, 2022, a
public hearing on the Form A was held before the Commissioner in
the offices of the Alabama Department of Insurance, in Montgomery,
Alabama. By order of the Commissioner dated June 16, 2022, the
Commissioner approved the Form A and the acquisition of control of
NSG by VR Holdings.
The conditions to the merger requiring stockholder approval and
regulatory approval have been satisfied. The parties intend to
close the transaction on or before June 30, 2022.
About The National Security Group, Inc.
The National Security Group, Inc. (NASDAQ:NSEC), through its
property and casualty and life insurance subsidiaries, offers
property, casualty, life, accident and health insurance in ten
states. The Company primarily writes personal lines property
coverage including specialty market dwelling fire and windstorm,
homeowners and mobile homeowners lines of insurance. The Company
also offers life, accident and health, supplemental hospital and
cancer insurance products. The Company was founded in 1947 and is
based in Elba, Alabama. Additional information about the Company,
including additional details of recent financial results, can be
found on our website: www.nationalsecuritygroup.com.
About VR Holdings, Inc.
VR Holdings is a newly formed Delaware company founded by Vivek
Ranadivé and a group of family office and strategic investors. VR
Holdings has been formed to serve as the holding company for NSG
and potentially other insurance and financial services
businesses.
Caution regarding Forward-Looking Statements
The news release contains historical and forward looking
statements that are based on estimates and anticipation of future
events by NSG that are subject to certain risks and uncertainties
that could cause actual results to vary materially from the
expected results described in the forward looking statements. The
expectations regarding the timing, closing and effects of the
Transaction may be beyond the control of NSG and are difficult or
impossible to predict. The forward looking statements speak only as
of the date of this release and NSG does not undertake and
specifically declines any obligation to update or revise any
forward looking information to reflect changes in assumptions, the
occurrence of unanticipated events, or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20220621006133/en/
Brian McLeod - Chief Financial Officer @ (334) 897-2273
National Security (NASDAQ:NSEC)
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