Insurance Management Solutions Group Inc. to Buy Back Shares
Insurance Management Solutions Group Inc. of St. Petersburg, Fla., a provider of business process outsourcing solutions serving insurance companies and financial institutions, announced in a public filing made with the Securities and Exchange Commission that it intends to buy back all presently outstanding publicly-held shares of its common stock, $0.01 per share, at a price of $3.08 per share, net to the seller in cash. The cash tender offer is expected to commence soon.
The offer will be conditioned upon at least a majority of the shares of Common Stock not held by the BIG Group being tendered and other closing conditions typical of this type of transaction.
The offer is to be made as part of an Agreement and Plan of Merger, dated Aug. 15, 2002, (the “BIG Agreement”), by and among the company, Bankers Insurance Group, Inc. (“BIG”), Bankers Insurance Company (“BIC”), Bankers Security Insurance Company (“BSIC”), and Bankers Management Corporation (“Acquisition Corp.”). BIC and BSIC are wholly-owned subsidiaries of BIG. Acquisition Corp. is a Florida corporation wholly owned by BIC and BSIC and formed solely for purposes of consummating the merger.
Members of the BIG Group collectively own approximately 68.0 percent of the outstanding shares of Common Stock. Pursuant to the BIG Agreement, each member of the BIG Group has agreed not to tender the shares of Common Stock owned by it in the tender offer to be made by the company.
Also pursuant to the BIG Agreement, the company will loan BIG up to $7.0 million under a revolving line of credit secured by the flood insurance book owned by a subsidiary of BIG.