Attached files
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| 8-K - INSURE.COM, INC | v188596_8k.htm |
Life
Quotes, Inc.
►Auto ►Life ►Health ►Home ►Business Est. 1984
8205
South Cass Avenue, Darien, Illinois
60561 Tel. (630)
515-0170 Fax (630) 515-0276
FOR IMMEDIATE
RELEASE
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Contact:
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At
Life Quotes, Inc.
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Phillip
A. Perillo
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Chief
Financial Officer
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(630)
515-0170, ext. 295
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phil@lifequotes.com
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Life
Quotes, Inc., Inc. Special Committee Recommends
Tender
Offer by LQ Acquisition, Inc.
DARIEN,
Ill., June 18 /PRNewswire-FirstCall/ -- Life Quotes, Inc. (Nasdaq: QUOT) today
filed a Solicitation/Recommendation Statement on Schedule 14D-9 announcing that
the Special Committee of the Board of Directors of Life Quotes unanimously
determined that the $4.00 per share price being offered in the tender offer (the
"Tender Offer") by LQ Acquisition, Inc., a company owned and controlled by
Robert S. Bland, President and Chief Executive Officer of Life Quotes, to
purchase all of the outstanding shares of common stock of Life Quotes
not already owned by LQ Acquisition, Inc., is fair, from a financial point of
view, to Life Quotes' stockholders, other than LQ Acquisition,
Inc. The Special Committee unanimously recommended, on behalf of Life
Quotes, that the stockholders of Life Quotes accept the Tender Offer and tender
their shares of common stock pursuant to the Tender Offer.
Stockholders
of Life Quotes, Inc. are encouraged to review the Solicitation/Recommendation
Statement on Schedule 14D-9 in its entirety, which is filed with the Securities
and Exchange Commission (the "SEC"), because it contains important
information. Stockholders can obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9, and any amendment
thereto or other documents filed by Life Quotes, Inc. with respect to the tender
offer, at www.sec.gov.
LQ
Acquisition, Inc. announced on June 10, 2010 that it commenced a cash Tender
Offer for all of the outstanding publicly held minority interest in Life Quotes,
Inc. for $4.00 per share in cash, or a total payment of approximately $19
million, including fees and expenses. The proposal represents an
approximately 44% premium over the closing price of Life Quotes' stock on June
10, 2010, the day of the announcement. LQ Acquisition, Inc. currently
owns approximately 31% of the shares in Life Quotes, Inc. LQ
Acquisition, Inc. has also signed share tender agreements with major
stockholders William V. Thoms and Zions Bancorporation whereby they have each
agreed to tender their shares in the offer, which together with the shares
already owned by LQ Acquisition, Inc., would be approximately 73% of the total
shares of Life Quotes. The purchase of Life Quotes shares in the
Tender Offer is expected to be funded through a loan from Life Quotes, Inc. to
LQ Acquisition, Inc.
Unless
extended or earlier terminated, the Tender Offer will expire at 12:00 midnight,
New York City Time on July 14, 2010 (including July 14, 2010) (the "Expiration
Date"). The Tender Offer is being made pursuant to the Offer to
Purchase dated June 10, 2010 and the accompanying Letter of Transmittal, which
was filed with the Securities and Exchange Commission on June 10, 2010, which
documents set forth the terms and conditions of the Tender Offer. In
order to receive the Tender Offer consideration of $4.00 per share, holders of
the common stock must validly tender and not validly withdraw their shares at or
prior to the Expiration Date. The Tender Offer is conditioned upon,
among other things (i) the non-waivable condition that there shall have been
validly tendered and not withdrawn before the tender offer expires shares that
constitute at least a majority of the outstanding shares of Life Quotes not
owned by LQ Acquisition, Inc., William V. Thoms, Zions Bancorporation or their
respective affiliates immediately prior to the expiration of the tender offer,
(ii) the condition that, together with the shares held by LQ Acquisition, Inc.,
there shall have been validly tendered and not withdrawn before the tender offer
expires shares that constitute at least 90% of the outstanding shares of Life
Quotes, Inc. (this condition may be waived by LQ Acquisition, Inc.), and (iii)
the execution of that certain note dated June 3, 2010 whereby Life Quotes, Inc.
will loan $19 million to LQ Acquisition, Inc. to pay for properly tendered
shares. In addition to these conditions, the Tender Offer is also
subject to standard terms and conditions, including, but not limited to, the
making of any necessary governmental or regulatory filings, if any.
The
Special Committee received a fairness opinion and was advised by Raymond James,
Inc. Legal counsel was provided to the Special Committee by Duane
Morris LLP, Chicago, Illinois.
About
Life Quotes, Inc.
Life
Quotes, Inc. is an insurance agency and brokerage headquartered in Darien,
Illinois. Life Quotes, Inc. owns and operates a comprehensive online consumer
insurance information service, accessible at www.Lifequotes.com, which caters to
the needs of self-directed insurance shoppers. Since its inception in 1984, Life
Quotes, Inc. has been continuously developing a proprietary and comprehensive
insurance price comparison and order-entry system that provides instant quotes
from about 30 life insurance companies. Life Quotes, Inc. uses this database to
provide customers with a large array of comparative life insurance quotes
online, over the phone or by mail, and Life Quotes, Inc. allows the customer to
purchase insurance from the company of their choice either online or over the
phone with our licensed insurance customer service staff. The Life
Quotes, Inc. website also provides insurance information and decision-making
tools, along with access to other forms of personal insurance, such as auto,
homeowners, renters, long-term care, health and travel insurance through various
third parties. Life Quotes, Inc. generates revenues from the receipt of
commissions and fees paid by various sources that are tied directly to the
volume of insurance sales or traffic that Life Quotes, Inc. produces. Life
Quotes, Inc. conducts its insurance agency and brokerage operations using
licensed agents who are compensated, in part, based on the volume of business
sold and Life Quotes, Inc. generates prospective customer interest using
traditional direct response advertising methods conducted primarily
offline. For more information visit the Life Quotes, Inc. website at
www.lifequotes.com.
IMPORTANT NOTICE: THIS
PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO BUY SHARES OF COMMON STOCK
OR ANY SECURITIES OF LIFE QUOTES. LQ ACQUISITION, INC. HAS COMMENCED
THE TENDER OFFER DESCRIBED HEREIN. THE TENDER IS MADE ONLY PURSUANT TO AN
OFFER TO PURCHASE AND LETTER OF TRANSMITTAL AND OTHER RELATED MATERIALS (THE
"DISCLOSURE DOCUMENTS") THAT ARE BEING DISTRIBUTED TO LIFE QUOTES' SHAREHOLDERS
AND FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC").
THIS PRESS RELEASE IS NOT A SUBSTITUTE FOR THE DISCLOSURE
DOCUMENTS. THE TENDER OFFER WILL ONLY BE MADE PURSUANT TO THE
DISCLOSURE DOCUMENTS. SHAREHOLDERS AND INVESTORS SHOULD READ
CAREFULLY THE DISCLOSURE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO
THE TENDER OFFER. INVESTORS MAY OBTAIN FREE COPIES OF THE DISCLOSURE
DOCUMENTS THAT HAVE BEEN FILED WITH THE SEC AT THE SEC'S WEB SITE AT
WWW.SEC.GOV. IN ADDITION, COPIES OF THE DISCLOSURE DOCUMENTS MAY BE
OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO LIFE QUOTES. SHAREHOLDERS
ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH
RESPECT TO THE TENDER OFFER.
CONTACT: Phillip
A. Perillo, Chief Financial Officer of Life Quotes, Inc., +1-630-515-0170, ext.
295, phil@lifequotes.com
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