December 18, 2013
NICHOLAS FINANCIAL ENTERS INTO ARRANGEMENT
AGREEMENT WITH PROSPECT CAPITAL CORPORATION
Clearwater, Florida, - December 18,, 2013: Nicholas Financial, Inc. (Nasdaq, NICK)
announced today that it has signed an arrangement agreement dated December 17, 2013
the “Arrangement Agreement”) whereby the Company has agreed to sell all of its
issued and outstanding Common shares to an indirect wholly-owned subsidiary of
Prospect Capital Corporation (“Prospect”), pursuant to a plan of arrangement
(the “Arrangement”) under the Business Corporations Act (British Columbia).
Prospect
(NASDAQ: PSEC) (www.prospectstreet.com) is a closed-end investment company that
lends to and invests in private and public middle market businesses. Prospect’s
investment objective is to generate both current income and long-term capital
appreciation through debt and equity investments.
Prospect has elected to be
treated as a business development company under the Investment Company Act of
1940 (“1940 Act”). Prospect is required to comply with a series of regulatory
requirements under the 1940 Act as well as applicable NASDAQ, federal and state
rules and regulations. Prospect has elected to be treated as a regulated investment
company under the Internal Revenue Code of 1986. Failure to comply with any of the
laws and regulations that apply to Prospect could have an adverse effect on Prospect
and its shareholders.
Pursuant to the terms of the Arrangement, the Company’s
shareholders are to receive (subject to applicable dissenter’s rights under the
Business Corporation Act (British Columbia)), in exchange for each Common share
of the Company held immediately prior to the effective time of the Arrangement,
the number of shares of common stock of Prospect (or fraction thereof) determined
by dividing US $16.00 by the volume-weighted average price, or VWAP, of Prospect
common stock for the twenty (20) trading days prior to and ending on the trading
day immediately preceding the effective time of the Arrangement. In addition,
each and every option to acquire Common shares of the Company outstanding
immediately prior to the effective time of the Arrangement will be cancelled or
transferred by the holder thereof to the Company (subject to applicable
dissenters’ rights under the Business Corporations Act (British Columbia))
in exchange for a cash amount equal to the amount by which (i) the product
obtained by multiplying (x) the number of Common shares of the Company
underlying each option by (y) $16.00 exceeds (ii) the aggregate exercise
price payable under such option.
The transactions contemplated by the
Arrangement Agreement will not be consummated unless certain conditions
typical for this type of transaction are either satisfied or waived prior
to closing. These conditions include, among other things, that the Arrangement
Agreement and the transactions contemplated thereby are approved by the
securityholders of the Company in accordance with the Business Corporations
Act (British Columbia) and the Company’s Articles. An information circular
providing further information regarding the Arrangement Agreement and the
parties thereto will be mailed to securityholders of the Company in advance
of the special meeting thereof expected to be held for the purpose of
approving, among other things, the Arrangement Agreement and the Arrangement
contemplated thereby.
Janney Montgomery Scott LLC is acting as the exclusive
financial adviser to the Company and rendered a fairness opinion regarding the
transaction to its Board of Directors.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
This communication is being made in respect of the proposed business combination
involving the Company and Prospect. In connection with the proposed transaction,
Prospect plans to file with the SEC a Registration Statement on Form N-14 containing
a Proxy Statement of the Company and a Prospectus of Prospect and each of the Company
and Prospect plan to file with the SEC other documents regarding the proposed
transaction. The definitive Proxy Statement and Prospectus will be mailed to
shareholders of the Company. INVESTORS AND SECURITYHOLDERS OF THE COMPANY AND
PROSPECT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and securityholders will be able to obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus (when available) and other documents filed
with the SEC by the Company and Prospect through the web site maintained by the SEC at
http://www.sec.gov. Free copies of the Registration Statement and the Proxy
Statement/Prospectus (when available) and other documents filed with the SEC can also be
obtained by directing a request to Nicholas Financial, Inc., 454 McMullen Booth Road,
Building C, Clearwater, Florida, 33759, Attention: Ralph Finkenbrink, Chief Financial
Officer, or by directing a request to Prospect Capital Corporation, 10 East 40th Street,
44th Floor, New York, NY 10016, Attention: Brian Oswald, Chief Financial Officer.
PROXY SOLICITATION
The Company, Prospect and their respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from Company
shareholders in favor of the transaction. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the solicitation of the
Company shareholders in connection with the proposed acquisition will be set forth
in the Proxy Statement/Prospectus when it is filed with the SEC. You can find
information about Prospect's executive officers and directors in its definitive
proxy statement filed with the SEC on September 10, 2013. You can find information
about the executive officers and directors of the Company in its Annual Report on
Form 10-K filed with the SEC on June 14, 2013. You can obtain free copies of these
documents from the Company and Prospect in the manner set forth above.
|