Asset Acceptance Capital Corp. 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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