Company Website:
http://www.assetacceptance.com
WARREN, Mich. -- (Business Wire)
Asset Acceptance Capital Corp. (Nasdaq: AACC)
(“Asset Acceptance”) announced today that it has established a record
date and a meeting date for a special meeting of its stockholders to
consider and vote upon, among other things, the proposal to approve the
adoption of the Agreement and Plan of Merger, dated as of March 6, 2013,
by and among Asset Acceptance, Encore Capital Group, Inc., a Delaware
corporation (“Encore”) and Pinnacle Sub, Inc., a Delaware corporation
and wholly owned subsidiary of Encore, under which Encore has agreed to
acquire Asset Acceptance for $6.50 per share. Asset Acceptance
stockholders 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 stockholder
capped at 25% of the total equity consideration to be received.
Asset Acceptance stockholders of record at the close of business on the
record date, May 3, 2013, will be entitled to notice of the special
meeting and to vote at the special meeting. The special meeting will be
held on June 13, 2013 at 9:00 a.m. local time at the offices of Kirkland
& Ellis LLP located at 601 Lexington Avenue, New York, New York 10022.
The parties continue to target a second quarter 2013 closing of the
merger, subject to the approval of a majority of the outstanding shares
of Asset Acceptance common stock, in addition to other customary closing
conditions.
The Registration Statement on Form S-4, File No. 333-187581, which
contains the Company’s proxy statement and also constitutes a prospectus
of Encore, was filed by Encore with the Securities and Exchange
Commission (the “SEC”) on March 27, 2013 and has been declared
effective. The prospectus pursuant to Rule 424(b)(3) under the
Securities Act of 1933 was filed with the SEC on May 6, 2013. The
definitive proxy statement on Schedule 14A for the Company’s special
meeting of its stockholders was filed by the Company on May 6, 2013. The
Company expects to mail the final proxy statement/prospectus to the
Company’s stockholders over the course of the coming week.
About Asset Acceptance Capital Corp.
For 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 OFFERTO ACQUIRE ANY SHARES OF THE COMMON STOCK OF ASSET
ACCEPTANCE.IN CONNECTION WITH THEPROPOSED TRANSACTION
WITH ENCORE, ENCORE HAS FILED WITH THE SEC A REGISTRATION STATEMENT ON
FORM S-4, FILE NO. 333-187581 (AS AMENDED, THE “REGISTRATION STATEMENT”)
WITH THE SEC ON MARCH 27, 2013, WHICH CONTAINS ASSET ACCEPTANCE’S PROXY
STATEMENT AND ALSO CONSTITUTES A PROSPECTUS OF ENCORE.ENCORE HAS
FILED WITH THE SEC ON MAY 6, 2013 A PROSPECTUS PURSUANT TO RULE
424(b)(3) UNDER THE SECURITIES ACT OF 1933 AND THE COMPANY HAS FILED
WITH THE SEC ON MAY 6, 2013 ITS DEFINITIVE PROXY STATEMENT ON SCHEDULE
14A FOR ITS SPECIAL MEETING OF STOCKHOLDERS. THE REGISTRATION STATEMENT
HAS BEEN DECLARED EFFECTIVE BY THE SEC AND ASSET ACCEPTANCE EXPECTS TO
MAIL THE FINAL PROXY STATEMENT/PROSPECTUS TO THE COMPANY’S STOCKHOLDERS
OVER THE COURSE OF THE COMING WEEK.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 AND ALL OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT (AS WELL AS ANY
AMENDMENTS AND/OR SUPPLEMENTS TO THOSE DOCUMENTS) 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 IS 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 WITH THE SEC ON MARCH 7, 2013,
AMENDMENT NO. 1 TO THE COMPANY’S ANNUAL REPORT ON FORM 10-K/A FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2012, WHICH WAS FILED WITH THE SEC ON
APRIL 26, 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
Contacts:
Asset Acceptance Investor Relations
Mary Arraf, 586-983-7087
marraf@assetacceptance.com
Source: Asset Acceptance Capital Corp.
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