Dallas-based property/casualty insurer, Republic Companies Group Inc., announced it has entered into a definitive merger agreement pursuant to which a subsidiary of Delek Capital Ltd. would acquire all of the outstanding shares of Republic’s common stock for $20.40 per share in cash. The closing price of Republic’s common stock was $15.22 per share on Aug. 3, 2006.
Delek Capital is a subsidiary of Delek Group Ltd., a conglomerate domiciled and publicly traded in Israel with interests in energy, infrastructure, communications, real estate, financial services and automotive businesses.
The transaction is expected to close by the end of 2006. Completion of the transaction is subject to certain conditions, including approval by Republic stockholders and customary regulatory approvals.
Upon completion of the transaction, the business will continue to operate under the Republic name, and its headquarters will remain in Dallas, Texas. Parker Rush and his senior management team will continue to serve with the company following the completion of the acquisition.
Rush, Republic’s president and chief executive officer, stated, “The proposed merger is attractive to our shareholders and very positive for our agents and our policyholders. The financial strength and long-term perspective of Delek should enhance our growth opportunities, both geographically and on a product basis.”
Danny Guttman, chief executive officer of Delek Capital, said, “We are excited to work with Parker Rush and his strong management team to build on Republic’s success. We view Republic as a premier regional insurance franchise with a strong operating platform and superior growth prospects.”
Greenhill & Co. LLC acted as financial advisor to Republic, and Keefe, Bruyette & Woods Inc. delivered an opinion as to the fairness, from a financial point of view, of the merger to the stockholders of Republic. Vinson & Elkins LLP acted as Republic’s legal counsel. UBS Investment Bank acted as financial advisor to Delek Capital. LeBoeuf, Lamb, Greene & MacRae LLP acted as legal counsel to Delek Capital.
Source: Republic Companies Group
Topics Mergers & Acquisitions
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