APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 24,150,780 Shares of Common Stock (no par value).
todays PR
2005-05-31 08:01:19 RS Group of Companies, Inc. Signs Exclusivity Agreement to Become a Subsidiary of Strategy International Insurance Group, Inc.
TORONTO--(BUSINESS WIRE)--May 31, 2005-- RS GROUP OF COMPANIES, INC. (OTCBB: RSGC), a provider of pass-through risk specialty insurance, reinsurance products and affinity programs announced today that the company has signed an exclusivity agreement to become a wholly-owned subsidiary of Strategy International Insurance Group, Inc (OTCBB: SGYI). Strategy International has confirmed its intent to acquire all of the outstanding shares of common stock, outstanding options and all other outstanding equity securities of RS Group. The transaction is subject to the negotiation and execution of a definitive merger agreement and other definitive documents on terms and conditions acceptable to both RS Group and Strategy International, as well as making all appropriate filings with the Securities and Exchange Commission. It is anticipated that Strategy International will offer U.S. $1.75 per share of common stock, no par value, of RS Group. The price per share of RS Group's common stock is subject to adjustment based on the completion of a valuation of the company and receipt of a fairness opinion by SF Valuations.
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K ITEM 8.01 OTHER EVENTS.
On May 25, 2005 RS Group of Companies, Inc., a Florida corporation (the "Registrant"), entered into a letter of intent (the "Letter") with Strategy International Insurance Group, Inc., a Texas corporation ("Strategy International"), pursuant to which Strategy International confirmed its intent to acquire all of the outstanding shares of common stock, outstanding options and all other outstanding equity securities of the Registrant in a merger transaction for a proposed aggregate consideration of approximately U.S.$1.75 per share of common stock, no par value, of the Registrant, subject to adjustment. The transaction is subject to the negotiation and execution
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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Thanks for the pick will watch tomorrow for some volume ready to jump in will try to do some DD tonight.
Posts: 23 | Registered: Feb 2005
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