Business Services Industry
Accredited Completes Aames Merger
Business Wire, Oct 2, 2006
SAN DIEGO -- Accredited Home Lenders Holding Co. (NASDAQ:LEND) announced the completion, effective on October 1, 2006, of the company's merger with Aames Investment Corporation originally reported on May 25, 2006. Stockholders of Accredited and Aames each approved the merger at their special stockholders meetings on September 14, 2006.
"Closing the merger on schedule is a tribute to the hard work, dedication, and cooperation by management and employees of Accredited and Aames," said James A. Konrath, chairman and chief executive officer of Accredited. "The bonds forged throughout the process of completing this transaction will serve as a solid foundation for future growth and stockholder value. We welcome the employees and stockholders of Aames to Accredited and look forward to a new and exciting era for Accredited Home Lenders."
Under the terms of the stock-and-cash transaction, the company will issue approximately 4.4 million shares of its common stock and pay cash in the amount of $77.6 million in exchange for all of the issued and outstanding shares of Aames common stock. Accordingly, the most recent preliminary results of the stock and cash elections as announced by Aames on September 29, 2006 are as follows:
* Cash Elections: Elections to receive cash were made with respect to approximately 39.5 million shares of Aames common stock, of which approximately 4.0 million shares remain subject to outstanding guarantees of delivery;
* Stock Elections: Elections to receive Accredited common stock were made with respect to approximately 23.1 million shares of Aames common stock, of which approximately 0.3 million shares remain subject to outstanding guarantees of delivery;
These elections are subject to proration and allocation provisions as described in the joint proxy statement and prospectus mailed to stockholders of Aames in connection with the September 14, 2006 special meeting of stockholders. Based on these preliminary results of the elections and subject to confirmation of the validity of elections made, the number of failed guaranteed deliveries, whether the failed deliveries relate to stock or cash elections and final proration calculations, the merger consideration currently estimated to be paid to Aames stockholders is as follows:
* Cash Elections: Aames stockholders who validly elected cash would be expected to receive $4.8616 per share for approximately 40% of their shares and 0.0936 of a share of Accredited common stock for approximately 60% of their shares with respect to which that election was made;
* Stock Elections: Aames stockholders who validly elected to receive Accredited stock would be expected to receive 0.0936 of a share of Accredited common stock for each Aames share with respect to which that election was made; and
* Non-Elections: Aames stockholders who did not make a valid election would be expected to receive 0.0936 of a share of Accredited stock for each of their shares.
The final results of the cash and stock elections, including the consideration to be received by Aames stockholders who validly elected cash and those who validly elected stock, are expected to be announced by Accredited on or about October 5, 2006 after final reconciliation by the exchange agent for the transaction, U.S. Stock Transfer Corporation.
About Accredited
Accredited Home Lenders Holding Co. is a mortgage company operating throughout the U.S. and in Canada. Accredited originates, finances, securitizes, services, and sells non-prime mortgage loans secured by residential real estate. Founded in 1990, the company is headquartered in San Diego. Additional information may be found at www.accredhome.com.
Forward Looking Statements
This news release contains statements which may be forward-looking within the meaning of applicable securities laws. Forward-looking statements include expectations about the future growth and stockholder value arising from the merger of Accredited Home Lenders Holding Co. and Aames Investment Corp., as well as the timing of the final results of the cash and stock election. Actual results and the timing of certain events could differ materially from those projected in or contemplated by these forward-looking statements due to a number of factors, including but not limited to: interest rate volatility and the level of interest rates generally; the nature and amount of competition and the availability of alternative loan products not offered by the company; general political and economic conditions; the sustainability of loan origination volumes; the availability of financing for the origination of mortgage loans; the ability of the company to sell or securitize mortgage loans; the company's ability to grow its portfolio; the ability of the company to manage costs; the ability of the exchange agent to accurately and timely calculate the stock and/or cash elections of Aames' shareholders; and other risk factors as outlined in Accredited Home Lenders Holding Co.'s annual report on Form 10-K for the period ended December 31, 2005, its reports on Form 10-Q for the first and second quarters of 2006, and other documents filed with the SEC. Accredited undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. All forward-looking statements speak only as of the date of this press release and are qualified in their entirety by this cautionary statement.
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