An investor group led by Vivek Ranadivé executed letter of intent to acquire The National Security Group, Inc. (NasdaqGM:NSEC) (NSG) for $41.4 million on October 20, 2021. An investor group led by Vivek Ranadivé entered into a definitive agreement to acquire The National Security Group, Inc for $41.4 million on January 26, 2022. Consideration will be paid in the form of $16.35 per share in cash. Investor group includes, Vivek Ranadivé and a group of family office and strategic investors. In connection with such termination, NSG must pay VR Holdings' a termination fee equal to $1.2 million. Upon completion of the transaction, NSG will become a private company. NSG's current Chief Financial Officer, Brian McLeod, will serve as Chief Operating Officer of the NSG's insurance subsidiaries and will also serve as VR Holdings' Chief Financial Officer. Ross Aron will become the Chief Executive Officer of the Surviving Corporation.

The transaction is subject to approval by holders of the majority of NSG's outstanding common shares, certain required regulatory approvals and other customary closing conditions. The transactions contemplated by the Plan of Merger are subject to the approval of the Commissioner of Insurance of Alabama as required under the Alabama Insurance Holding Company System Regulatory Act. There are no financing conditions associated with the definitive merger agreement. The National Security's Board of Directors has unanimously approved the transaction and recommended that NSG's shareholders vote in favor of the transaction. NSEC shareholders meeting will be held on May 23, 2022. The public hearing will be held in the offices of the ALDOI, 201 Monroe Street, Suite 502, Montgomery, Alabama 36104, on June 14, 2022 for Alabama Department of Insurance consent. Special Meeting of the Stockholders of The National Security Group will be held on June 20, 2022. The acquisition is expected to close by the end of the second quarter of 2022. As of March 31, 2022, the Closing or the Effective Time for the Merger is expected to occur in the second or third quarter of 2022.

Piper Sandler & Co. is acting as financial advisor and fairness opinion provider to NSG, and Jennifer Moseley of Burr & Forman, LLP is serving as the NSG's legal advisor. Tony Roehl of Morris, Manning & Martin, LLP served as legal advisor, while DHG serves as accounting advisors and Balch & Bingham serves as Alabama regulatory counsel to an investor group led by Vivek Ranadivé. Computershare, Inc. acted as transfer agent to The National Security Group, Inc. Piper Sandler will receive a fee in an amount estimated at approximately $2.1 million, which fee is contingent upon the closing of the Merger. Piper Sandler also received a $300,000 fee upon rendering its opinion. Broadridge Financial Services, Inc. acted as proxy solicitor to The National Security Group, Inc.

An investor group led by Vivek Ranadivé completed the acquisition of The National Security Group, Inc. (NasdaqGM:NSEC) (NSG) on June 30, 2022. 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. 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. 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.