Asset Acceptance Capital Corp. Announces Alternative Takeover Proposal Not to Move Forward & Early Termination of the Hart-Sc...
11 Avril 2013 - 10:01PM
Business Wire
Asset Acceptance Capital Corp. (Nasdaq: AACC) announced today
that the third party (identified as “Company B” in the Registration
Statement on Form S-4, file No. 333-187581, filed by Encore Capital
Group, Inc., a Delaware corporation, with the Securities and
Exchange Commission on March 27, 2013) who had submitted a
preliminary written indication of interest concerning an
alternative to the transactions contemplated by the previously
announced Agreement and Plan of Merger with Encore and Pinnacle
Sub, Inc. (a Delaware corporation and wholly owned subsidiary of
Encore), dated as of March 6, 2013 (the “Merger Agreement”)
informed Asset Acceptance on April 10, 2013 that it would be unable
to submit a Superior Proposal (as that term is defined in the
Merger Agreement) and of its determination not to move forward with
its proposal.
As previously announced, Asset Acceptance has agreed under the
Merger Agreement to be acquired by Encore for $6.50 a share, which
represents a total equity value of approximately $200 million.
Asset Acceptance shareholders will have the option to receive their
consideration in cash or Encore stock or any combination of cash
and Encore stock, at their election, with the aggregate stock
consideration across all stockholders capped at 25% of the total
consideration to be received. Asset Acceptance’s Board of Directors
has approved the Merger Agreement with Encore, and Asset Acceptance
and Encore are proceeding with the transaction. The closing of the
merger with Encore, which is expected to be completed during the
second quarter of 2013, is subject to the approval of Asset
Acceptance’s stockholders at a to-be-scheduled special meeting and
other customary closing conditions.
In addition, Asset Acceptance also announced today that its
request for early termination of the waiting period with respect to
the filings made under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended in connection with the proposed merger
pursuant to the Merger Agreement has been granted and, therefore,
such waiting period has ended and the related closing condition set
forth in the Merger Agreement has been satisfied.
About Asset Acceptance Capital Corp.
For over 50 years, Asset Acceptance has provided credit
originators, such as credit card issuers, consumer finance
companies, retail merchants, utilities and others an efficient
alternative in recovering defaulted consumer debt. For more
information, please visit www.AssetAcceptance.com.
Additional Information and Where to Find It
THIS PRESS RELEASE IS NOT A REQUEST FOR OR SOLICITATION OF A
PROXY OR AN OFFER TO ACQUIRE ANY SHARES OF THE COMMON STOCK OF
ASSET ACCEPTANCE. IN CONNECTION WITH THE PROPOSED
TRANSACTION WITH ENCORE, ENCORE FILED A REGISTRATION STATEMENT ON
FORM S-4 WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON
MARCH 27, 2013 CONTAINING ASSET ACCEPTANCE’S INITIAL PROXY
STATEMENT AND ASSET ACCEPTANCE INTENDS TO FILE A DEFINITIVE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS WITH THE SEC ONCE THE
REGISTRATION STATEMENT IS DECLARED EFFECTIVE. A DEFINITIVE
PROXY STATEMENT WILL BE SENT TO ASSET ACCEPTANCE’S STOCKHOLDERS
SEEKING THEIR APPROVAL OF THE PROPOSED TRANSACTION. BEFORE
MAKING ANY VOTING DECISION, ASSET ACCEPTANCE’S STOCKHOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT (AND THE ASSET
ACCEPTANCE'S PROXY STATEMENT CONTAINED THEREIN) IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE IN THE REGISTRATION STATEMENT BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO
THE MERGER. ASSET ACCEPTANCE’S STOCKHOLDERS WILL BE ABLE TO
OBTAIN THESE DOCUMENTS (WHEN AVAILABLE) FREE OF CHARGE AT THE SEC’S
WEB SITE, HTTP://WWW.SEC.GOV. IN ADDITION, THEY MAY
OBTAIN FREE COPIES OF THESE BY CONTACTING ASSET ACCEPTANCE CAPITAL
CORP. BY MAIL ADDRESSED TO 28405 VAN DYKE AVENUE, WARREN, MICHIGAN
48093, ATTENTION: MARY ARRAF, BY TELEPHONE AT (586) 939-9600
(OPTION 5) OR VIA ELECTRONIC MAIL TO
IR@ASSETACCEPTANCE.COM. ASSET ACCEPTANCE’S
STOCKHOLDERS ALSO MAY READ AND COPY ANY REPORTS, STATEMENTS AND
OTHER INFORMATION FILED WITH THE SEC AT THE SEC PUBLIC REFERENCE
ROOM AT 100 F STREET, N.E., WASHINGTON, D.C. 20549. PLEASE
CALL THE SEC AT 1-800-SEC-0330 OR VISIT THE SEC’S WEBSITE FOR
FURTHER INFORMATION ON ITS PUBLIC REFERENCE ROOM.
ASSET ACCEPTANCE AND ITS DIRECTORS, EXECUTIVE OFFICERS AND
CERTAIN OTHER MEMBERS OF MANAGEMENT AND EMPLOYEES OF ASSET
ACCEPTANCE MAY BE DEEMED “PARTICIPANTS” IN THE SOLICITATION OF
PROXIES FROM STOCKHOLDERS OF ASSET ACCEPTANCE IN FAVOR OF THE
PROPOSED MERGER. INFORMATION REGARDING THE PERSONS WHO MAY,
UNDER THE RULES OF THE SEC, BE CONSIDERED PARTICIPANTS IN THE
SOLICITATION OF THE STOCKHOLDERS OF ASSET ACCEPTANCE IN CONNECTION
WITH THE PROPOSED MERGER WILL BE SET FORTH IN THE REGISTRATION
STATEMENT AND THE OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC. YOU CAN FIND INFORMATION ABOUT ASSET ACCEPTANCE’S
EXECUTIVE OFFICERS AND DIRECTORS IN ITS ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012, WHICH WAS FILED ON
MARCH 7, 2013 AND IN ITS DEFINITIVE PROXY STATEMENT FOR ITS 2012
ANNUAL MEETING OF STOCKHOLDERS FILED WITH THE SEC ON SCHEDULE 14A
ON MARCH 28, 2012.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Forward Looking Statements
The statements in this press release that are not historical
facts, including, most importantly, those statements preceded by,
or that include, the words "may," "believe," "projects," "expects,"
"anticipates" or the negation thereof, or similar expressions,
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). These statements may include, but are not limited to,
statements regarding our future operating results, performance,
business plans or prospects. For all "forward-looking statements,"
Asset Acceptance claims the protection of the safe harbor for
forward-looking statements contained in the Reform Act. Such
forward-looking statements involve risks, uncertainties and other
factors which may cause actual results, performance or achievements
of Asset Acceptance and its subsidiaries to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. These risks,
uncertainties and other factors are discussed in the reports filed
by Asset Acceptance with the Securities and Exchange Commission,
including the most recent reports on Forms 10-K, 10-Q and 8-K, each
as it may be amended from time to time. Asset Acceptance disclaims
any intent or obligation to update these forward-looking
statements.
Asset Acceptance Capital Corp. (MM) (NASDAQ:AACC)
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