Asset Acceptance Capital Corp. Announces Alternative Takeover Proposal Not to Move Forward
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.
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