June 3, 2013
/PRNewswire/ -- Encore Capital Group, Inc. (NASDAQ: ECPG) (the "Company") today announced that the closing date of the proposed merger of Pinnacle Sub, Inc., a wholly owned subsidiary of the Company, with and into Asset Acceptance Capital Corp. ("AACC"), with AACC surviving the merger as a wholly owned subsidiary of the Company, has been scheduled for
, 2013. In accordance with the Merger Agreement (defined below), the deadline for AACC stockholders to specify the type of consideration they wish to receive will be
local time on
June 7, 2013
(the "Election Deadline"), which is the date that is four business days prior to the effective time of the merger. AACC stockholders who wish to make an election with respect to the consideration to be received in the proposed merger must deliver a properly completed election form to American Stock Transfer & Trust Company, LLC ("AST") by the Election Deadline. AACC stockholders who hold their shares in "street name" may have an earlier election deadline and should carefully review any materials they receive from their broker to determine the election deadline applicable to them.
Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of
March 6, 2013
, by and among AACC, the Company and Pinnacle Sub, Inc., if the merger is completed, AACC stockholders are entitled to receive for each share of AACC common stock they hold at the effective time of the merger, either (i)
in cash, without interest and less any applicable withholding taxes ("Cash Consideration") or (ii) 0.2162 validly issued, fully paid and nonassessable shares of the Company's common stock ("Stock Election"). AACC stockholders may elect to receive their payment in cash or stock or a combination thereof, subject to proration based on the requirement in the Merger Agreement that no more than 25% of the shares of AACC common stock outstanding at the time of the merger may be exchanged for the Company's common stock. As a result, notwithstanding the election of an AACC stockholder to receive all stock or a combination of stock and cash, if the Stock Election is oversubscribed, then an AACC stockholder may receive a combination of cash or stock that is different from what he, she or it may have elected, depending on the elections made by other AACC stockholders.
AACC stockholders may revoke or change their election by sending written notice to AST prior to the Election Deadline. In the event that an AACC stockholder revokes his, her or its election prior to the Election Deadline and does not make a subsequent election prior to the Election Deadline, such stockholder's shares of AACC common stock will be treated as if no election has be made, and such stockholder will receive the per share Cash Consideration. AACC stockholders will not be entitled to revoke or change an election after the Election Deadline. Accordingly, if an AACC stockholder has made an election, such stockholder will be unable to revoke the election or sell such shares of AACC common stock during the interval between the Election Deadline and the closing of the merger.