VR Insurance Holdings, Inc. and The National Security Group, Inc. Announce Completion of Merger

By: The National Security Group, Inc. via Business Wire

June 30, 2022 at 18:00 PM EDT

The National Security Group, Inc. (“NSG” or the "Company") (NASDAQ: NSEC) today announced the completion of the previously announced merger with VR Insurance Holdings, Inc., a Delaware corporation (“VR Holdings”), and VR Insurance Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which NSG will be acquired by VR Holdings. Under the terms of the merger each share of NSG common stock has been converted into the right to receive cash in the amount of $16.35. VR Holdings is a newly formed Delaware company founded by Vivek Ranadivé, BTIG and a group of family offices and strategic investors. Mr. Ranadivé has been the Founder and Managing Director of Bow Capital Management LLC and its affiliated funds since 2016 and Chairman, Chief Executive Officer and Governor of the Sacramento Kings since 2013.

“NSG's 75 years of underwriting and commitment to policyholders combined with the additional financial resources, investment and technology expertise from the partners of VR will provide NSG the opportunity to further strengthen its position in the industry," said Ross Aron, Chief Executive Officer of VR Holdings. "We look forward to continuing to collaborate with our current partners while opportunistically adding other products over time.”

Following closing, it is anticipated that VR Holdings will continue to leverage the existing operations and infrastructure of NSG’s wholly owned property and casualty and life insurance subsidiaries. Ross Aron will serve as the Chief Executive Officer of VR Holdings and all of its subsidiaries while Brian McLeod will serve as the Chief Financial Officer of VR Holdings and all of its subsidiaries. Mr. McLeod will also serve as Chief Operating Officer of the insurance subsidiaries.

Stockholders whose shares are held by a broker or in direct registration will be paid automatically. Those NSG stockholders who hold all or some of their shares in stock certificates will receive instructions by mail for surrendering their shares in order to receive payment. Stockholders with questions about the share conversion process may contact Computershare at (800) 546-5141 (for residents of USA, U.S. Territories and Canada) or (781) 575-2765 (for residents outside USA, U.S. Territories and Canada). As a result of this transaction, NSG’s common stock will cease to trade on NASDAQ after the close of business on June 30, 2022, and will thereafter be delisted.

About The National Security Group, Inc.

The National Security Group, Inc. (NASDAQ: NSEC), through its property and casualty and life insurance subsidiaries, offers property, casualty, life, accident and health insurance in ten states. The Company primarily writes personal lines property coverage including specialty market dwelling fire and windstorm, homeowners and mobile homeowners lines of insurance. The Company also offers life, accident and health, supplemental hospital and cancer insurance products. The Company was founded in 1947 and is based in Elba, Alabama. Additional information about the Company can be found on our website: www.nationalsecuritygroup.com.

About VR Insurance Holdings, Inc.

VR Insurance Holdings, Inc. is a newly formed Delaware company founded by Vivek Ranadivé and a group of family office and strategic investors. VR Holdings has been formed to serve as the holding company for NSG and potentially other insurance and financial services businesses.

About BTIG

BTIG is a financial services firm specializing in institutional trading, investment banking, research and related brokerage services. BTIG, LLC and its affiliates operate out of 22 cities throughout the U.S., and in Europe, Asia and Australia.

Disclaimer: https://www.btig.com/disclaimer. To learn more about BTIG, visit www.btig.com.

Caution regarding Forward-Looking Statements

The news release contains historical and forward looking statements that are based on estimates and anticipation of future events by NSG that are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward looking statements. The expectations regarding the effects of the Transaction may be beyond the control of NSG and are difficult or impossible to predict. The forward looking statements speak only as of the date of this release and NSG does not undertake and specifically declines any obligation to update or revise any forward looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.