GRAPHIC] INTERNATIONAL INSURANCE GROUP, INC.
Exhibit
99.2
[GRAPHIC]
INTERNATIONAL
INSURANCE GROUP, INC.
RS
Group
of Companies, Inc.
000
Xxxxxxxx Xxxx.
Toronto,
Ontario
Canada
JM2J 5CI
| Attention: | Mr. Xxxxxxx
Xxxx President |
December 31, 2005 |
Strategy
International Insurance Group, Inc., a Texas corporation (“Strategy”), has
agreed to enter into a merger (the “Merger”) with RS Group of Companies, Inc., a
Florida corporation (“RS”). Strategy and RS are sometimes collectively referred
to as the “Parties” and each a “Party.” This letter (this “Letter Agreement”)
sets forth the principal terms that the parties have agreed shall apply to
the
Merger. Each Party acknowledges that, by executing this Letter Agreement, this
Letter shall constitute a legally binding agreement of such Party.
The
Parties agree that, subject to the conditions described herein, RS shall merge
with and into Strategy or an affiliate, subsidiary or successor entity thereof
(the "Merger Entity"), whereby the Merger Entity shall be the surviving entity
of the Merger. As consideration for the Merger, each of the holders of issued
and outstanding stock of RS of any and all classes (“RS Stock”) shall receive,
in exchange for every three shares of RS Stock held thereby,
two shares of common stock, $.001 par value, of the Merger Entity (“Merger
Stock”). Any and all issued and outstanding subscriptions, options, warrants,
rights, calls, commitments, conversion rights, rights of exchange, plans or
other agreements of any character providing for the purchase, issuance, transfer
or sale of any stock or other any equity securities (“Equity Rights”) of RS
shall be exchanged for comparable Equity Rights of the Merger Entity, based
on
the same exchange of three shares (or right to acquire shares) of RS Stock
for
two shares of Merger Stock.
The
obligation of the Parties to consummate the Merger is subject to the execution
and delivery of the Merger Agreement (as hereinafter defined), the Other
Documents (as hereinafter defined) and the satisfaction of the closing
conditions specified therein. The Parties have completed substantial due
diligence and will require that at closing there has been no material adverse
change to the financial condition, prospects or business of the other
Party.
To
effect
the Merger, the Parties shall execution and deliver a definitive agreement
and
plan of merger (the “Merger Agreement”), containing therein the terms and
conditions set forth in this Letter Agreement, as well as other terms and
conditions not inconsistent with this Letter Agreement, including without
limitation, applicable representations, warranties, indemnities and other
preconditions to closing, defaults and other customary provisions for a merger
such as is contemplated hereby, and the Parties shall also execute such other
instruments, certificates and agreements (the “Other Agreements”) are shall be
necessary or useful to effect the Merger, all in such form and substance as
shall be agreed to by the Parties to the Merger. The Parties intend to commence
the preparation and final negotiation of the Merger Agreement and the Other
Agreements promptly following the execution and delivery of this Letter
Agreement.
Barbados l Toronto l London l New York
000
Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxx, XX X0X 0X0
Tel:
000
000-0000 Fax: 000 000-0000
Page
2 of
3
Strategy
and RS each agrees to act in good faith to negotiate and complete the Merger
Agreement and the Other Agreements, and to execute and deliver the same on
a
timely basis, and to take and cause to be taken such other action as may be
required to document and consummate the Merger, including, without limitation,
obtaining the necessary consents and approvals of governmental bodies, insurance
regulators, lenders, or other third parties as may be required, on terms
mutually acceptable to the parties including, if applicable, a compliance under
the Xxxx-Xxxxx-Xxxxxx Act.
It
is
understood that this Letter Agreement does not contain all matters upon which
agreement must be reached in order to effect the Merger, but is intended solely
as an outline of the material provisions and material documents. As stated
above, the parties agree to act in good faith in the negotiation and execution
and delivery of the Merger Agreement and the Other Agreements and the
consummation of the Merger.
This
Letter Agreement supersedes and replaces in all respects all prior
understandings and agreements of the Parties with respect to the Merger and
the
transactions contemplated thereby, all of which are merged herein.
This
Letter Agreement will be governed by the laws of the State of New York, without
regard to conflicts of law rules of such State which would result in the
application of the laws of another jurisdiction.
Each
of
the Parties hereto will be responsible for and bear all of its own costs and
expenses incurred in connection with the Merger and the transactions
contemplated thereby.
This
Letter Agreement may be executed in one or more counterparts, each of which
will
be deemed to be an original copy of this Letter Agreement and all of which,
when
taken together, will be deemed to constitute one and the same
document.
It
is
understood that this Letter Agreement is being executed by each of Strategy
and
RS, with the knowledge of, but subject to the final approval of this Letter
Agreement, the Merger and the transactions contemplated hereby, by their
respective Boards of Directors. The Board of Directors of each of Strategy
and
RS have scheduled to meet on January 5, 2006, to approve, subject to receipt
of
satisfactory fairness opinions, at such meeting, this Letter Agreement, the
Merger and the transactions contemplated hereby.
Barbados l Toronto l London l New York
000
Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxx, XX X0X 0X0
Tel:
000
000-0000 Fax: 000 000-0000
If
the
terms of this Letter Agreement are acceptable, please sign and return the
enclosed copy of this Letter Agreement Strategy, whereupon this Letter Agreement
shall constitute a binding agreement between Strategy and RS.
|
Strategy
International Insurance Group, Inc.
By:
/s/ Xxxxx X.
Xxxxxxxx
Name:
Xxxxx X. Xxxxxxxx
Title:
CFO
|
Agreed
and Accepted as
the
31st
day of December 2005
RS
Group
of Companies, Inc.
By:
/s/ Xxxxxxx
Xxx
Name:
Xxxxxxx Xxx
Title:
President
Barbados l Toronto l London l New York
000
Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxx, XX X0X 0X0
Tel:
000
000-0000 Fax: 000 000-0000
