RTW, Inc. Shareholders Approve Merger with Rockhill Holding Company
December 10 2007 - 3:00PM
Business Wire
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.
Rtw (NASDAQ:RTWI)
Historical Stock Chart
From Jul 2024 to Aug 2024
Rtw (NASDAQ:RTWI)
Historical Stock Chart
From Aug 2023 to Aug 2024