ACE Cash Express, Inc. Enters Into Merger Agreement With JLL Partners
07 Junho 2006 - 11:00AM
PR Newswire (US)
ACE Shareholders To Receive $30 Per Share In Cash DALLAS, June 7
/PRNewswire-FirstCall/ -- ACE Cash Express, Inc. (NASDAQ:AACE)
announced today that it entered into a merger agreement with an
entity formed by JLL Partners Fund V, L.P., pursuant to which JLL
Partners, ACE's Chief Executive Officer and certain members of
ACE's senior management team would acquire all of the outstanding
shares of ACE's common stock and shareholders of ACE will receive
$30.00 per share in cash. After the completion of the merger, Jay
B. Shipowitz will continue in his role as ACE's President and Chief
Executive Officer. The agreement was negotiated on behalf of ACE by
a special committee of the Board of Directors composed entirely of
disinterested members of the Board. Upon the unanimous
recommendation of the special committee, ACE's Board of Directors
has approved the merger and recommend that ACE's shareholders
approve the agreement. UBS Securities LLC acted as financial
advisor to the special committee. Bear Stearns & Co., Inc.
acted as financial advisor to JLL Partners and is providing
committed financing for the acquisition. Under the agreement, ACE
may continue for a period of 30 days to solicit acquisition
proposals for ACE from third parties. The transaction, which is
subject to ACE shareholder approval, government approvals and other
customary conditions, is expected to close in the fourth calendar
quarter of 2006. About ACE ACE Cash Express, Inc. is a leading
retailer of financial services, including check cashing, short-term
consumer loans, bill payment and prepaid debit card services, and
the largest owner, operator and franchisor of check cashing stores
in the United States. As of March 31, 2006, ACE had a network of
1,557 stores in 36 states and the District of Columbia, consisting
of 1,328 company-owned stores and 229 franchised stores. ACE
focuses on serving consumers, many of whom seek alternatives to
traditional banking relationships in order to gain convenient and
immediate access to financial services. ACE's website is found at
http://www.acecashexpress.com/. About JLL Partners Established in
1988, JLL Partners is a group of 17 professionals focused on
partnering with proven managers to create equity value by creating
or improving and growing fundamentally sound companies with strong
business franchises. For more information, please visit
http://www.jllpartners.com/. Forward Looking Statements This
release contains certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements are generally identified by the use of words such
as "expect," "anticipate," "estimate," "believe," "intend," "plan,"
"target," "goal," "should," "would," and terms with similar
meanings. Although ACE believes that the current views and
expectations reflected in these forward-looking statements are
reasonable, these views and expectations, and the related
statements, are inherently subject to risks, uncertainties, and
other factors, many of which are not under ACE's control and may
not even be predictable. Any inaccuracy in the assumptions, as well
as those risks, uncertainties and other factors could cause the
actual results to differ materially from these in the
forward-looking statements. These risks, uncertainties, and factors
include, but are not limited to, the ability of ACE and JLL
Partners to satisfy the various conditions contained in the merger
agreement between the parties, including ACE shareholder approval,
government approvals and other customary conditions, and matters
described in ACE's reports filed with the Securities and Exchange
Commission, such as: -- ACE's relationships with True Financial,
LP, Republic Bank & Trust Company, First Bank of Delaware,
Travelers Express and its affiliates, and its bank lenders; --
ACE's relationships with providers of services or products offered
by ACE or property used in its operations; -- federal and state
governmental regulation of check cashing, short-term consumer
lending and related financial services businesses; -- any impact to
ACE's earnings derived from the RBT loans offered by Republic Bank
& Trust Company and the FBD loans offered by First Bank of
Delaware at ACE's stores in Pennsylvania and Arkansas from the
Federal Deposit Insurance Corporation's Revised Guidelines for
Payday Lending, which took effect on July 1, 2005 and require that
such banks develop procedures to ensure that a payday loan is not
provided to any customer with payday loans outstanding from any
lender for more than 3 months in the previous 12 months; -- any
litigation; -- theft and employee errors; -- the availability of
adequate financing, suitable locations, acquisition opportunities
and experienced management employees to implement ACE's growth
strategy; -- increases in interest rates, which would increase
ACE's borrowing costs; -- the fragmentation of the check cashing
industry and competition from various other sources, such as banks,
savings and loans, short-term consumer lenders, and other similar
financial services entities, as well as retail businesses that
offer services offered by ACE; -- the terms and performance of
third-party services offered at ACE's stores; and -- customer
demand and response to services offered at ACE's stores. ACE
expressly disclaims any obligation to update or revise any of these
forward-looking statements, whether because of future events, new
information, a change in ACE's views or expectations, or otherwise.
ACE makes no prediction or statement about the performance of its
common stock. Additional Information and Where to Find It ACE
intends to file with the Securities and Exchange Commission ("SEC")
a proxy statement and other relevant documents in connection with
the proposed acquisition of ACE by JLL. Investors and security
holders of ACE are urged to read the proxy statement and other
relevant documents when they become available because they will
contain important information about ACE, JLL and the proposed
merger. Investors and security holders of ACE may obtain free
copies of the proxy statement and other relevant documents filed
with the SEC (when they become available) at the SEC's website at
http://www.sec.gov/, or at ACE's website at
http://www.acecashexpress.com/. In addition, investors and security
holders of ACE may obtain free copies of the proxy statement (when
it becomes available) by writing to ACE Cash Express, Inc., 1231
Greenway Drive, Suite 600, Irving, Texas 75038 Attention: Legal
Department, or by emailing ACE at . ACE and its directors,
executive officers, certain members of management and certain
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed merger. A description of
the interests in ACE of its directors and executive officers is set
forth in ACE's quarterly report on Form 10-Q for the quarter ended
March 30, 2006 filed with the SEC on May 5, 2006, ACE's annual
report on Form 10-K for the fiscal year ended June 30, 2005 filed
with the SEC on September 12, 2005 and in ACE's proxy statement for
its 2005 annual meeting of shareholders filed with the SEC on
October 13, 2005. Additional information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed merger, and
a description of their direct and indirect interests in the
proposed merger, will be set forth in the proxy statement when it
is filed with the SEC. DATASOURCE: ACE Cash Express, Inc. CONTACT:
Jay B. Shipowitz, President & CEO, +1-972-550-5030, ; or
William S. McCalmont, Executive Vice President & CFO,
+1-972-753-2314, , both of ACE Cash Express Web site:
http://www.acecashexpress.com/
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