Republic Companies Group, Inc. Stockholders Approve Acquisition By Delek Capital Ltd.
December 04 2006 - 11:05AM
PR Newswire (US)
NEW YORK, Dec. 4 /PRNewswire-FirstCall/ -- Republic Companies
Group, Inc. (NASDAQ:RUTX) ("Republic") announced that its
stockholders have voted to adopt the previously-announced merger
agreement providing for the merger of Republic and a wholly-owned
subsidiary of Delek Capital Ltd. ("Delek Capital"), which is a
majority-owned subsidiary of Delek Group Ltd. ("Delek"), at
Republic's special meeting of stockholders held today in New York
City. Further, all governmental and regulatory consents and
approvals, the receipt of which is a condition precedent to the
consummation of the merger, have been obtained. Subject to the
satisfaction or waiver of the remaining conditions set forth in the
merger agreement, Republic and Delek expect to complete the
proposed merger this month. If the proposed merger is completed,
Republic will become an indirect wholly-owned subsidiary of Delek
Capital and Republic's stockholders that do not exercise appraisal
rights will be entitled to receive $20.40 in cash, without
interest, for each share of common stock they own immediately prior
to the effective time of the merger. Republic also announced that
its voluntary delisting from the Nasdaq Global Market will become
effective as of the close of trading on the date the merger is
completed. In addition, Republic will file a Form 15 with the
Securities and Exchange Commission (the "SEC") on the date the
merger is completed to deregister its common stock, thereby
immediately suspending its obligation to file annual and other
reports with the SEC. About Republic Republic Companies Group, Inc.
through a group of insurance companies and related entities
provides personal and commercial property and casualty insurance
products. In its Independent Agents segments, Republic distributes
these products to individuals and small to medium-size businesses
through a network of independent agents primarily in Texas,
Louisiana, Oklahoma and New Mexico. In its Program Management and
Insurance Services segments Republic capitalizes on its unique
combination of charters and licenses to develop and manage
target-niche insurance products that are distributed through
managing general agents in many additional states. Visit
http://www.republicgroup.com/ for more information. About Delek The
Delek Group, with annual revenues of approximately $4.5 billion, is
one of the largest corporations trading on the Tel Aviv Stock
Exchange with major investments in Israel, Europe and North
America. The Delek Group is diversified into the following three
major subsidiaries: Delek Petroleum, with its two subsidiaries
Delek Israel, a gasoline and lubricants distributor in Israel, and
Delek USA (NYSE), which operates gas stations and convenience
stores and an oil refinery in Southern United States; Delek
Investments and Properties, a holding company with subsidiaries in
the financial services, energy, infrastructure, automotive and
media sectors; and Delek Real Estate, which, through its
subsidiaries Dankner and Delek Belron Investments, owns and manages
prime global real-estate investments. Precautionary Statement
Regarding Forward-Looking Information Some of the statements in
this press release may include forward-looking statements, as that
term is defined in the Private Securities Litigation Reform Act of
1995 (PSLRA), that reflect Republic's current views with respect to
future events, financial performance and the terms and closing date
of the acquisition. These forward-looking statements, which may
apply to Republic specifically or the insurance industry in
general, are made pursuant to the safe harbor provisions of the
PSLRA and include estimates and assumptions related to economic,
competitive, regulatory, judicial, legislative and other
developments. All statements other than statements of historical
facts may be forward-looking statements. Many risks and
uncertainties may impact the matters addressed in forward-looking
statements, and actual results may differ materially from those
expressed or implied. All forward-looking statements address
matters that involve risks and uncertainties. Accordingly, there
are or will be important factors that could cause Republic's actual
results to differ materially from those indicated in these
statements. You should carefully consider these factors. For a
discussion of the factors that could cause actual results to
differ, please see Republic's Annual Report filed on Form 10-K and
other filings with the SEC (available at http://www.sec.gov/ ).
Unless otherwise required by law, Republic undertakes no obligation
to publicly update or revise any forward- looking statement,
whether as a result of new information, future developments or
otherwise.
http://www.newscom.com/cgi-bin/prnh/20050801/REPUBLICLOGO
http://photoarchive.ap.org/ DATASOURCE: Republic Companies Group,
Inc. CONTACT: Michael E. Ditto, Esq., Vice President, General
Counsel and Secretary of Republic Companies Group, Inc.,
+1-972-788-6000 Web site: http://www.republicgroup.com/
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