Message #2 From:
NewsBot Date: November 28, 2005 04:19:00 AM
AFP News United Capital Corp. Announces ``Dutch Auction'' Self-Tender Offer to Repurchase up to 1,000,000 Shares
GREAT NECK, N.Y.--(BUSINESS WIRE)--Nov. 28, 2005--United Capital Corp. (AMEX: AFP) today announced that its Board of Directors has authorized a "Dutch Auction" self-tender offer for up to 1,000,000 shares of its common stock, or approximately 12% of its outstanding shares. The offer will commence on December 5, 2005 and will expire at 5:00 p.m., New York City time, on January 10, 2006, unless the offer is extended. Under the terms of the offer, the Company will invite shareholders to tender shares at prices between $23.50 and $24.50 per share. Terms of the Dutch Auction tender offer are described more fully in the Offer to Purchase and Letter of Transmittal, pursuant to which the offer is being made.
In a Dutch Auction, the company sets a price range, and stockholders are given an opportunity to specify prices within that range at which they are willing to sell shares. After the expiration of the tender offer, the company determines a single per share price that will enable it to purchase the stated amount of shares, or such lesser number of shares as have been properly tendered. If the tender offer is oversubscribed, shares validly tendered at or below the purchase price will be subject to proration; however, in this instance, United Capital Corp. will not prorate shares tendered by any shareholder owning beneficially fewer than 100 shares in the aggregate as of December 2, 2005 who continue to beneficially own fewer than 100 shares at the expiration of the offer and who tender all such shares in the offer. The tender offer is not conditioned on any minimum number of shares being tendered.
United Capital Corp. expects to fund the offer with available cash resources. Its common stock price closed at $22.60 on the American Stock Exchange on November 25, 2005.
"The repurchase of our shares is clearly the best investment available to our company at this time and is consistent with our long term goal of increasing shareholder value," noted A.F. Petrocelli, Chairman, President and CEO of United Capital Corp.
Innisfree M&A Incorporated will act as information agent and Continental Stock Transfer & Trust Co. will act as depositary agent for the offer. Security holders are advised to consult the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery related to the offer and any questions or requests for additional copies may be directed to the information agent, Innisfree M&A Incorporated, toll free at (888) 750-5834. The Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery related to the offer may also be obtained without charge on the Securities and Exchange Commission's web site, www.sec.gov. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the offer.
Certain statements in this press release and other statements made by the Company or its representatives that are not strictly historical facts are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 that should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. The forward-looking statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results, performance and/or achievements of the Company to differ materially from any future results, performance or achievements, expressed or implied, by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, and that in light of the significant uncertainties inherent in forward-looking statements, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. The Company also assumes no obligation to publicly update or revise its forward-looking statements or to advise of changes in the assumptions and factors on which they are based. See our 2004 Annual Report on Form 10-K for a discussion of risk factors that could impact our future financial performance and/or cause actual results to differ significantly from those expressed or implied by such statements.
United Capital Corp. owns and manages real estate and through subsidiaries, provides engineered products to industrial and automotive markets worldwide.
