Alabama Department of Insurance Sets Public Hearing Date for The National Security Group, Inc. and VR Insurance Holdings, Inc. Transaction
13 5월 2022 - 6:00AM
Business Wire
The National Security Group, Inc. (NASDAQ:NSEC) and VR Insurance
Holdings, Inc. (“VR Holdings”) today announced that the Alabama
Department of Insurance (ALDOI) has set a public hearing to
consider the proposed acquisition of control of The National
Security Group, Inc. (NSG) by VR Holdings. In accordance with
Section 27-29-3 Code of Alabama 1975,
as amended, VR Holdings has filed a Form A to request the Alabama
Commissioner of Insurance to approve the transaction contemplated
by the Agreement and Plan of Merger dated January 26, 2022, between
NSG and VR Holdings (the “Transaction”), which was previously
disclosed in a joint release dated January 26, 2022.
The public hearing will be held in the offices of the ALDOI, 201
Monroe Street, Suite 502, Montgomery, Alabama 36104, on June 14,
2022, at 10:00 a.m., Central Time. At the hearing, representatives
of VR Holdings and NSG as well as any stockholders of NSG and other
persons whose interest may be affected by the Transaction shall
have the right to present evidence, examine and cross examine
witnesses and offer oral and written arguments, and in connection
therewith, shall be entitled to conduct discovery proceeding in the
same manner as currently allowed in the circuit courts of Alabama.
All discovery proceedings must be concluded not later than three
days prior to the date of the hearing.
VR Holdings is providing this notice to the stockholders of NSG
at the direction of the Alabama Insurance Commissioner’s order
dated May 2, 2022. Any stockholder or other interested person
desiring to participate either in person or by video conference
must notify the ALDOI by electronic mail addressed to
Shawn.Stewart@insurance.alabama.gov not later than June 12,
2022.
NSG has scheduled a special meeting of its stockholders on June
20, 2022, to consider and vote on the approval of the Transaction
as required by the Delaware General Corporation Law. NSG will
provide its stockholders of record on April 26, 2022, a definitive
proxy statement in connection with the Board of Directors’
solicitation of proxies to vote on the approval of the Transaction.
The proxy statement will be filed with the Securities and Exchange
Commission when it is first mailed to the stockholders.
Stockholders of NSG are urged to read the proxy statement because
it contains important information regarding the Transaction.
NSG and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from its
stockholders in connection with their vote on the proposed
Transaction. Information about the directors and executive officers
of NSG and their ownership of NSG common stock is set forth in
NSG’s Annual Report on Form 10-K for the year ended December 31,
2021, which was filed with the SEC on March 23, 2022. Investors and
Stockholders of NSG can obtain a free copy of the proxy statement
and Form 10-K as well as other reports filed by NSG with the SEC at
the SEC’s website at http://www.sec.gov. or by contacting Laura
Williams Jordan at NSG by telephone at (334) 897 2273 or by email
at Laura.Jordan@nsgcorp.com.
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/20220512006070/en/
Brian McLeod - Chief Financial Officer (334) 897-2273
National Security (NASDAQ:NSEC)
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