Dekania Corp. and Advanced Equities Financial Corp. Agree to Merge
16 Setembro 2008 - 7:00PM
PR Newswire (US)
PHILADELPHIA and CHICAGO, Sept. 16 /PRNewswire-FirstCall/ --
Advanced Equities Financial Corp. ("Advanced Equities"), and
Dekania Corp. (AMEX:DEKAMEX: DEK.UAMEX:DEK.WS) ("Dekania")
announced today that they have entered into a definitive agreement
under which the companies will merge. Upon completion of the merger
the combined entity will be known as Advanced Equities Financial
Corp., and will be led by the current Advanced Equities senior
management team. Advanced Equities Financial Corp. is a leading
provider of annuities, investment management, pension
administration, securities brokerage and venture capital investment
banking services through its wholly owned subsidiaries: Advanced
Equities, Inc.; First Allied Securities, Inc.; Advanced Equities
Asset Management, Inc.; and Advanced Equities Wealth Management,
Inc. Combined, Advanced Equities companies represent an independent
brokerage force with approximately 900 financial advisors in 450
locations throughout the United States Additional information is
available at http://www.advancedequities.com/. The initial merger
consideration, some of which is payable to the current stockholders
of Advanced Equities, and some of which will be reserved for the
current warrant and option holders of Advanced Equities, consists
of 20,000,000 shares of Dekania common stock. Advanced Equities'
stock, option and warrant holders will also be eligible to receive
up to an additional 12,500,000 Dekania shares. Up to 7,500,000 of
these additional shares may be received based on Advanced Equities'
achieving a certain Adjusted GAAP Net Income threshold in 2008. If
fewer than 7,500,000 additional shares are issued based on 2008
Adjusted GAAP Income, the balance of those shares will be forfeited
unless the targeted Adjusted GAAP Income levels below are achieved
by the post-merger company in any one of the years 2009, 2010 or
2011 in which case such remaining shares will also be issued. The
remaining 5,000,000 may be earned if the post-merger company
achieves an Adjusted GAAP Net Income of $29.1 million in 2009, or
$34 million in 2010 or $37.3 million in 2011. Cohen Bros.
Acquisitions, LLC, Dekania's sponsor, has agreed to defer 425,000
of its shares subject to the same 2009, 2010 and 2011 earnings
targets. At closing, Dekania expects that it will have
approximately $94,500,000 in cash net of the payment of the
expenses of the transaction. Such cash will be available for
redemption of "no" votes or exercise of dissenters' rights,
reduction or elimination of existing debt at Advanced Equities and
for future acquisitions as management continues to grow the
company. The merger is subject to the approval by both companies'
stockholders, regulatory approvals and the satisfaction of
customary closing conditions "This transaction is an important step
in the continued development of Advanced Equities Financial Corp.,"
said Dwight O. Badger, Co-founder and Chief Executive Officer of
Advanced Equities. Mr. Badger added, "The capital, public currency
and brand enhancement of this transaction will help fuel our future
growth and provide additional flexibility to take advantage of
strategic opportunities as they arise." Tom Friedberg, Chairman,
President and CEO of Dekania commented, "With the changing dynamics
in the Property and Casualty insurance marketplace and insurance
underwriting in general, we refocused our efforts on insurance
distribution. With Advanced Equities, we not only found an
extensive distribution network that sells large amounts of
annuities, insurance and other financial services products, but
also a unique business model that features venture capital banking
and pension administration services in addition to the rapidly
growing network of independent financial advisors which results in
what we believe is an excellent investment opportunity for
Dekania's stockholders." Keefe, Bruyette & Woods, Inc. served
as exclusive financial advisor to Advanced Equities Financial Corp.
in conjunction with the transaction. About Dekania Corp. Dekania
was formed for the purpose of acquiring, through merger, capital
stock exchange, asset acquisition or other similar business
combination, one or more unidentified businesses, with a focus on
the insurance industry. Dekania's initial public offering ("IPO")
registration statement was declared effective on February 1, 2007.
On January 30, 2007, it completed a private placement and received
net proceeds of $2,500,000. Dekania consummated the IPO of 9.7
million units at $10.00 per unit on February 7, 2007, and the
underwriters exercised the over-allotment option for an additional
262,400 units on March 21, 2008. Each unit was comprised of one
share of common stock and one warrant exercisable at $8.00 per
share. On May 2, 2007, the warrants began separately trading. As of
June 30, 2008, Dekania held approximately $94.5 million in a trust
account, net of deferred underwriting compensation. Risks and
Uncertainties; Forward-Looking Statements The transaction described
herein is subject to a number of risks and uncertainties, including
the satisfaction of certain conditions to the closing of the
proposed merger, including the risk that stockholder approval might
not be obtained in a timely manner or at all. This document
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include statements related to the
benefits of the transaction and financial performance of the
surviving entity. Merrill Lynch & Co. and Maxim Group LLC will
receive approximately $2,044,960, the deferred portion of their
underwriting discount from the IPO, upon consummation of the
merger. Dekania and its directors and executive officers may be
deemed to be participants in the solicitation of proxies for the
special meeting of Dekania's stockholders to be held to approve
this transaction. Dekania's officers and some of its directors are
also stockholders of Dekania and have waived their rights to any
liquidation distribution Dekania makes with respect to shares they
acquired before the IPO. Therefore, their securities will be
worthless if Dekania does not acquire a target business within two
years of the IPO date, as required by its Certificate of
Incorporation. Interested persons can read Dekania's current report
on Form 8-K with respect to the merger agreement and, when
available, its preliminary proxy statement and definitive proxy
statement, as well as its final IPO prospectus, dated February 1,
2007, and periodic reports for more information about Dekania, its
officers and directors, and their individual and group security
ownership in Dekania and interests in the successful consummation
of the merger with Advanced Equities. Dekania stockholders are
advised to read, when available, each preliminary proxy statement
of Dekania and the definitive proxy statement in connection with
Dekania's solicitation of proxies for a special meeting of
stockholders because they will contain important information. The
definitive proxy statement will be mailed to stockholders as of a
record date to be established for voting on the merger with
Advanced Equities. Stockholders will also be able to obtain a copy
of the definitive proxy statement, without charge, by directing a
request to: Dekania Corp., 2929 Arch Street, Suite 1703,
Philadelphia, PA 19104. Each preliminary proxy statement and
definitive proxy statement, once available, can also be obtained,
without charge, at the U.S. Securities and Exchange Commission's
internet site http://www.sec.gov/. No person other than Dekania has
been authorized to give any information or to make any
representations on behalf of Dekania or Advanced Equities in
connection with the merger, and if given or made, such other
information or representations must not be relied upon as having
been made or authorized by Dekania or Advanced Equities. Contacts:
Dekania Corp. Thomas Friedberg, Chairman, President & CEO Tel:
(609-518-2093) or Advanced Equities Financial Corp. Dwight O.
Badger, Co-Founder and CEO (312) 377-5272 or DATASOURCE: Dekania
Corp. CONTACT: Thomas Friedberg, Chairman, President & CEO,
+1-609-518-2093, ; or Dwight O. Badger, Co-Founder and CEO of
Advanced Equities Financial Corp., +1-312-377-5272, Web Site:
http://www.advancedequities.com/
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