ICH Announces Preliminary Stockholder Merger Consideration Election Results
08 Julio 2014 - 8:20AM
Business Wire
Investors Capital Holdings, Ltd. (NYSE MKT: ICH, or “ICH”), a
Delaware corporation, announced the preliminary results of the
elections made by stockholders of ICH regarding the form of merger
consideration they will receive in connection with the acquisition
by RCS Capital Corporation, a Delaware corporation (NYSE: RCAP, or
“RCAP”), of ICH (the “Merger”). The closing of the Merger is
expected to be effective on July 11, 2014.
As previously announced, on October 27, 2013, ICH, RCAP and Zoe
Acquisition, LLC, a Delaware limited liability company and a
wholly-owned subsidiary of RCAP, entered into an Agreement and Plan
of Merger (as amended, the “Merger Agreement”). Pursuant to the
Merger Agreement, each issued and outstanding share of common stock
of ICH, par value $0.01 per share (the “ICH Common Stock”) will be,
at the holder’s election and subject to the limitation described
below, converted into either cash or shares of Class A common stock
of RCAP. Holders of ICH Common Stock who elected to receive cash
will receive $7.25 per share of ICH Common Stock (the “Cash
Election Consideration”). Holders of ICH Common Stock who elected
to receive shares of RCAP’s Class A common stock will receive a
number of such shares equal to the quotient of $7.25 divided by the
volume weighted average trading price of a share of RCAP’s Class A
common stock for the five (5) consecutive trading days immediately
preceding the closing of the Merger (the “Stock Election
Consideration”). Holders who failed to make an election
automatically will receive shares of RCAP’s Class A common stock.
Pursuant to the Merger Agreement, the portion of the total cash
consideration paid in the Merger may not exceed sixty percent (60%)
of the total merger consideration, with a pro-rata adjustment for
cash elections made with respect to a number of shares of ICH
Common Stock that would otherwise have caused the cash
consideration payable in the Merger to exceed such sixty percent
(60%) threshold.
The deadline for making the election was 5:00 p.m., New York
City time, on July 7, 2014 (the “Election Deadline”). As of July 7,
2014 there were approximately 7,238,309 shares of ICH Common Stock
outstanding. Based on available information as of the Election
Deadline, the preliminary merger consideration election results are
as follows:
- Holders of approximately 14.55% of the
outstanding shares of ICH Common Stock, or 1,053,307 shares of ICH
Common Stock, elected the Cash Election Consideration.
- Holders of approximately 9.84% of the
outstanding shares of ICH Common Stock, or 711,922 shares of ICH
Common Stock, elected the Stock Election Consideration.
Holders of approximately 75.61% of the outstanding shares of ICH
Common Stock, or 5,473,080 shares of ICH Common Stock, failed to
make a valid election prior to the Election Deadline, and
therefore, pursuant to the Merger Agreement, are deemed to have
elected the Stock Election Consideration, and in total holders of
approximately 6,185,002 shares of ICH Common Stock, or
approximately 85.45% of the outstanding shares of ICH Common Stock,
have elected the Stock Election Consideration or are deemed to have
elected the Stock Election Consideration. No fractional shares of
RCAP Class A common stock will be issued, and ICH stockholders will
receive cash in lieu of fractional shares at the price equal to the
volume weighted average trading price of a share of RCAP’s Class A
common stock for the five (5) consecutive trading days immediately
preceding the closing of the Merger.
Elections submitted prior to the Election Deadline made pursuant
to the notice of guaranteed delivery procedure require the delivery
of shares of ICH Common Stock to Computershare Trust Company, N.A.,
the exchange agent for the Merger, by 5:00 p.m., New York City
time, on July 10, 2014, the third NYSE MKT trading day after the
Election Deadline. If the exchange agent does not receive the
required stock certificates or book-entry transfer of shares by the
guaranteed delivery deadline, the shares of ICH Common Stock
subject to such elections will be treated as if no election was
made, which would change the election results set forth above.
After the final results of the election process are determined,
the final merger consideration, and the allocation of the merger
consideration, will be calculated in accordance with the terms of
the Merger Agreement.
About ICH
ICH is a diversified financial services holding company that
operates primarily through its independent broker/dealer and
investment advisor subsidiary, Investors Capital Corporation. Its
mission is to provide premier, 5-Star Service and support to its
valued registered representatives, including customizable advisory
programs, proven practice management and marketing services, and
time-saving technology to help them grow their businesses and
exceed their clients’ expectations. Business units include
Investors Capital Corporation, ICC Insurance Agency, Inc.,
Investors Capital Holdings Securities Corporation, and Advisor
Direct, Inc. For more information, please call (800) 949-1422 x4814
or visit www.investorscapital.com.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed Merger, RCAP has filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4
containing a proxy statement/prospectus of ICH. The registration
statement was declared effective by the SEC on May 14, 2014. ICH
has mailed to its stockholders the proxy statement/prospectus. In
addition, each of ICH and RCAP has filed and will file with the SEC
other documents with respect to the proposed transaction. INVESTORS
AND SECURITY HOLDERS OF ICH AND RCAP ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR
TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of the registration statement and the definitive proxy
statement/prospectus and other documents filed with the SEC by ICH
and RCAP through the website maintained by the SEC at
http://www.sec.gov.
ICH Safe Harbor and Forward Looking Statements
Information set forth herein contains “forward-looking
statements” (as defined in Section 21E of the Securities Exchange
Act of 1934, as amended), which reflect ICH’s expectations
regarding future events. The forward-looking statements involve a
number of risks, uncertainties and other factors that could cause
actual results to differ materially from those contained in the
forward-looking statements.
Such forward-looking statements include, but are not limited to,
statements about the expected results of the merger consideration
election process and the timing of completion of the transaction.
It is important to note that ICH’s goals and expectations are not
predictions of actual performance. Actual results and events in
future periods may differ materially from those expressed or
implied by these forward-looking statements because of a number of
risks uncertainties and other factors. Additional factors that may
affect future results are contained in ICH’s filings with the SEC,
which are available at the SEC’s website at www.sec.gov. Further,
forward-looking statements speak only as of the date they are made,
and ICH undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time, unless required by law.
Investors Capital Holdings, Ltd.Robert Foney, 781-477-4814Chief
Marketing
Officerrfoney@investorscapital.comwww.investorscapital.com
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