Tag Archives: Superior Proposal

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

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Asset Acceptance Capital Corp. Announces Alternative Takeover Proposal Not to Move Forward & Early Termination of the Hart-Scott-Rodino Waiting Period for Acquisition by Encore Capital Group, Inc.

AACC-Encore Merger Expected to Close in the Second Quarter of 2013

WARREN, Mich.–(BUSINESS WIRE)– Asset Acceptance Capital Corp. (NAS: 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-scheduledspecial 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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From: http://www.dailyfinance.com/2013/04/11/asset-acceptance-capital-corp-announces-alternativ/

Dell Special Committee Addresses Icahn Request for Expense Reimbursement

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Dell Special Committee Addresses Icahn Request for Expense Reimbursement

ROUND ROCK, Texas–(BUSINESS WIRE)– The Special Committee of the Board of Directors of Dell Inc. (NAS: DELL) today sent a letter to Carl Icahn addressing his request for expense reimbursement in connection with the alternative transaction he has proposed to the definitive merger agreement between the company and entities owned by Michael Dell, Dell’s Founder, Chairman and Chief Executive Officer, and investment funds affiliated with Silver Lake Partners.

The letter follows:

April 5, 2013

Mr. Carl C. Icahn
Icahn Enterprises, L.P.
767 Fifth Avenue, 47th Floor
New York, NY 10153

Expense Reimbursement

Dear Mr. Icahn:

This is in response to your request to the Special Committee of the Board of Directors (the “Special Committee“) of Dell Inc. (“Dell” or the “Company“) that Dell reimburse you for your expenses in pursuing a potential transaction involving the Company.

The Committee has carefully established an open and thorough process intended to result in a sale of Dell on the best available price and terms. We have welcomed your participation in that process, which has resulted in your submission of a proposal that the Committee has determined could reasonably be expected to result in a “Superior Proposal” within the meaning of Dell’s merger agreement with affiliates of Silver Lake Partners and Michael Dell. We encourage your continuing participation in our process, and hope that you will in fact submit a proposal we can determine to be superior to the currently pending merger.

At the same time, however, you have threatened the Company’s directors with “years of litigation” and a proxy fight if they do not conduct the transaction process in the manner you prefer. You have also sought a special waiver of Delaware’s business combination statute not only to facilitate your acquisition proposal within our process, but also your ability to contest that process and to pursue your goals outside of it.

We are willing to provide you with the same expense reimbursement that has been made available to the other two bidders if you will commit contractually to work within our process, but we are not prepared to do so as long as you, unlike them, reserve the right (and continue the threat) to subvert it with a proxy fight, litigation and other tactics that would prolong the instability and uncertainty facing the company. Our …read more

Source: FULL ARTICLE at DailyFinance