United Capital Corp. Announces Intent to Voluntarily Delist and Deregister Its Common Stock and Tender Offer
June 17 2011 - 8:00AM
Business Wire
United Capital Corp. (NYSE Amex: AFP) today announced that its
Board of Directors has approved the voluntarily delisting of its
common stock from the NYSE Amex, and the voluntarily deregistration
of its common stock under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and will cease filing reports with the
Securities and Exchange Commission (the "SEC").
United Capital has decided to voluntarily delist and deregister
its common stock because its shares are currently held by less than
300 record holders and are thinly traded. The Company’s Board of
Directors authorized the delisting and deregistration of the
Company’s common stock after concluding that the consequences of
remaining an SEC-reporting company, including the significant costs
associated with regulatory compliance, outweighed the current
benefits of public company status to the Company and its
stockholders. The Company’s Board of Directors believes that the
expense reductions inherent in delisting and deregistering its
shares will benefit the Company and its stockholders, and
ultimately will serve to maximize the value of the Company.
In deciding to voluntarily delist and deregister the common
stock, United Capital’s Board of Directors considered several
factors, including the following:
- the trading price of United Capital’s
common stock;
- the fact that United Capital’s common
stock is very thinly traded;
- the limited number of holders of its
common stock;
- the minimal liquidity for its common
stock;
- the lack of an anticipated need to
raise additional capital in the short term;
- the costs, both direct and indirect,
associated with the preparation and filing of United Capital’s
periodic reports with the SEC; and
- the potential impact of the
deregistration and delisting on United Capital’s stockholders,
creditors and other key constituencies.
The Company anticipates that following delisting, its common
stock will be quoted on the Pink Sheets, a centralized electronic
quotation service for over-the-counter securities, so long as
market makers demonstrate an interest in trading in the Company’s
common stock. The Company can provide no assurance that trading in
its stock will continue in the Pink Sheets or in any other
forum.
Since there may be parties who no longer wish to remain
stockholders of a company whose shares are traded in an
over-the-counter market, and given the limited market for the
Company’s Common Stock, the Board of Director’s simultaneously
approved a tender offer by the Company to purchase up to 3.6
million shares of common stock at a price of $30 per share, which
is above the closing price reported by the NYSE Amex on June 16,
2011, the last trading day prior to this announcement. The Company
currently has 9,194,931 shares outstanding as well as outstanding
options to purchase 1,614,000 shares. All of United Capital’s
directors and executive officers, excluding the Chairman, have
advised that they intend to tender all of their currently owned
shares in the offer. In addition, all of United Capital’s directors
and executive officers, including the Chairman, have advised that
they intend to tender all of the 1,576,000 shares underlying
options that they currently own in the offer, pursuant to which the
Company expects to receive approximately $26 million of proceeds
upon such exercise.
The Board of Directors believes that this will provide added
liquidity for selling stockholders at a price above the current
market, as well as the opportunity for holders to sell shares
without the usual transaction costs associated with open market
sales. The Company currently has the cash available to complete
this offer. The tender offer will be subject to the terms and
conditions set forth in an Offer to Purchase and in the related
Letter of Transmittal, which is expected to be prepared and
distributed to stockholders in approximately ten days. The offer
will remain open for 20 business days. The tender of shares must be
made on or prior to the expiration of the tender offer and shares
may be withdrawn at any time on or prior to the expiration of the
tender offer. The Company intends that the delisting of its common
stock from the NYSE Amex and the termination of its registration of
its common stock under the Exchange Act will occur promptly
following the conclusion of the Tender Offer.
Neither United Capital nor its Board of Directors is making any
recommendation whether stockholders should tender or refrain from
tendering their shares. United Capital is not making a
recommendation as to whether stockholders should tender shares into
the offer because it believes that stockholders should make their
own decisions based on their views as to the value of United
Capital’s shares and its prospects, as well as stockholders’
liquidity needs, investment objectives and other individual
considerations. Stockholders must decide whether to tender their
shares and, if so, how many shares to tender. Stockholders should
discuss whether to tender their shares with their broker or other
financial or tax advisor.
The Offer to Purchase, Letter of Transmittal, and other
documents related to the tender offer will be mailed to
stockholders of record and will be available for distribution to
beneficial owners of shares upon commencement of the tender offer.
Stockholders are urged to carefully read these materials before
making any decision with respect to the tender offer.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES
OF UNITED CAPITAL CORP.’S COMMON STOCK. COMMENCEMENT OF THE
PROPOSED TENDER OFFER IS SUBJECT TO, AMONG OTHER THINGS, COMPLETION
OF ALL REGULATORY FILINGS. ANY SOLICITATION OF OFFERS TO BUY UNITED
CAPITAL CORP.’S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER
TO PURCHASE AND RELATED MATERIALS TO BE SENT BY UNITED CAPITAL
CORP. TO ITS STOCKHOLDERS ON THE COMMENCEMENT OF THE PROPOSED
TENDER OFFER. STOCKHOLDERS SHOULD CAREFULLY READ THOSE MATERIALS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS TERMS AND CONDITIONS OF THE TENDER OFFER. STOCKHOLDERS MAY
OBTAIN COPIES OF THE OFFER TO PURCHASE, RELATED MATERIALS AND OTHER
DOCUMENTS ONCE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
THROUGH THE COMMISSION'S WEB SITE AT WWW.SEC.GOV WITHOUT
CHARGE.
Certain statements in this press release and other statements
made by the Company or its representatives that are not strictly
historical facts are “forward-looking” statements within the
meaning of the Private Securities Litigation Reform Act of 1995
that should be considered as subject to the many risks and
uncertainties that exist in the Company's operations and business
environment. The forward-looking statements are based on current
expectations and involve a number of known and unknown risks and
uncertainties that could cause the actual results, performance
and/or achievements of the Company to differ materially from any
future results, performance or achievements, expressed or implied,
by the forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, and that
in light of the significant uncertainties inherent in
forward-looking statements, the inclusion of such statements should
not be regarded as a representation by the Company or any other
person that the objectives or plans of the Company will be
achieved. The Company also assumes no obligation to publicly update
or revise its forward-looking statements or to advise of changes in
the assumptions and factors on which they are based. See our 2010
Annual Report on Form 10-K for a discussion of risk factors that
could impact our future financial performance and/or cause actual
results to differ significantly from those expressed or implied by
such statements.
United Capital Corp. and its subsidiaries own and manage real
estate and hotel properties and provide engineered products to
industrial and automotive markets worldwide.
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