Press Releases
Allied Capital Board Of Directors Rejects Prospect Capital Corporation Offer
Allied Capital Corporation (NYSE:ALD) announced today that it has issued the following letter in response to Prospect Capital Corporation’s letter dated February 9, 2010.
February 11, 2010 Prospect Capital Corporation10 East 40th StreetNew York, NY 10016Attention: Mr. John F. Barry III, Chairman and Chief Executive Officer Dear Mr. Barry: The Board of Directors of Allied Capital Corporation (“Allied”), together with its external legal and financial advisors, has carefully reviewed and analyzed the revised proposal submitted by Prospect Capital Corporation (“Prospect”) set forth in your letter of February 9, 2010. As a result of this review, Allied’s Board of Directors has unanimously concluded that this revised offer does not constitute, and is not reasonably likely to result in, a “Superior Proposal” as defined under our merger agreement with Ares Capital Corporation (“Ares”). Allied’s Board of Directors has unanimously reaffirmed its recommendation that Allied shareholders vote for the transaction with Ares (the “Ares Merger”) that was announced on October 26, 2009. We entered into the Ares Merger after careful consideration of the best interests of Allied’s shareholders. Contrary to the assertions Prospect has made, we would like to assure you that we take very seriously our fiduciary obligations and that we have carefully considered and analyzed each of the three offers you have made to us over the past several weeks. The Allied Board of Directors consists of a majority of independent directors and is advised by two nationally recognized law firms and two investment banking firms, including Sandler O’Neill + Partners L.P., a firm which has no relationship with Ares. In considering the Ares transaction, the Allied Board carefully considered whether it was the appropriate time to engage in such a transaction and whether Allied should pursue other alternatives simultaneously. As our proxy statement makes clear, both in 2008 and in early 2009, Allied explored a variety of strategic alternatives and held various discussions regarding potential transactions. Following Allied’s debt restructuring in late August 2009 (during which time Allied had terminated discussions with Ares), Ares was the only party that pursued an acquisition of Allied. We did not, and do not, view a call by a Prospect Managing Director to someone on Allied’s Capital Markets desk regarding the acquisition of certain assets as expressing an interest in acquiring Allied.TheStreet Premium Services
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