United Panam Financial Corp. (OTC: UPFC) ("UPFC”) today announced that
at a special meeting of shareholders held at 9:00 am PST today, a merger
was approved in which UPFC is to be acquired by an entity controlled by
Guillermo Bron, Chairman of the Board of Directors of UPFC, and by
affiliates of Pine Brook Road Partners, LLC, a private equity firm.
Under the terms of the definitive merger agreement, UPFC’s shareholders
will receive $7.05 per share in cash in exchange for their shares of
UPFC common stock, indicating a valuation for all outstanding shares of
UPFC’s common stock of approximately $110 million.
UPFC reported that the proposal to approve the merger and adopt the
merger agreement was approved by the holders of (1) a majority of the
outstanding shares of UPFC common stock entitled to vote at the special
meeting and (2) a majority of the outstanding shares of UPFC common
stock voted at the special meeting either for or against the proposal to
adopt the merger agreement that were not owned by the acquiring entity
or its affiliates. UPFC also announced that it expects the merger to be
completed as soon as possible.
About United PanAm Financial Corp.
UPFC is a specialty finance company engaged in automobile finance, which
includes the purchasing and servicing of automobile installment sales
contracts originated by independent and franchised dealers of used
automobiles. UPFC conducts its automobile finance business through its
wholly-owned subsidiary, United Auto Credit Corporation.
Forward-Looking Statements
This release may contain certain forward-looking statements which
involve known and unknown risks, delays, uncertainties and other factors
not under UPFC’s control. The factors that could cause actual results,
performance or achievements to differ from the forward-looking
statements include the risk that the acquisition of UPFC may not be
completed for reasons including that the conditions precedent to the
completion of the merger may not be satisfied, the possibility that the
expected benefits from the proposed merger will not be realized (or will
not be realized within the anticipated time period), the possibility of
disruption from the merger making it more difficult to maintain business
and operational relationships and any actions taken by either of the
companies, including but not limited to, restructuring or strategic
initiatives (including capital investments or asset acquisitions or
dispositions).
In light of these risks, uncertainties, assumptions and factors, the
forward-looking events discussed in this press release may not occur.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date stated, or if no date is
stated, as of the date of this press release. UPFC is not under any
obligation and does not intend to make publicly available any update or
other revisions to any of the forward-looking statements contained in
this press release to reflect circumstances existing after the date of
this press release or to reflect the occurrence of future events even if
experience or future events make it clear that any expected results
expressed or implied by those forward-looking statements will not be
realized.
