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.
Mr. Rush, Republic's President and Chief Executive Officer, stated that "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.
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
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. Delek and its affiliates own controlling interests in the oil refining and distribution industries in the United States, as well as real estate investments in Canada.
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 and financial performance. 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.