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8-K - 8-K - AMERICAN CAPITAL, LTD | acas8-k12x15x16.htm |
Exhibit 99.1
Two Bethesda Metro Center
14th Floor
Bethesda, MD 20814
(301) 951-6122
(301) 654-6714 Fax
www.AmericanCapital.com
FOR IMMEDIATE RELEASE
December 15, 2016
CONTACT:
Investors - (301) 951-5917
Media - (301) 968-9400
AMERICAN CAPITAL SHAREHOLDERS OVERWHELMINGLY APPROVE MERGER WITH
ARES CAPITAL
Bethesda, MD – December 15, 2016 – American Capital, Ltd. (“American Capital” or the
“Company”) (NASDAQ: ACAS) announced that, based on a preliminary vote tally from its Annual
Meeting of Shareholders held earlier today, American Capital shareholders have overwhelmingly
approved the merger agreement providing for the acquisition of American Capital by Ares
Capital Corporation (NASDAQ: ARCC) through a series of transactions. Shareholders also
approved each of the other matters on the meeting agenda including an advisory vote on the
making of certain payments to American Capital’s executive officers in connection with the
merger transactions and the reelection of each of the members of American Capital’s Board of
Directors.
Holders of over 96% of the American Capital shares that were voted on the merger transactions
cast their votes in favor, representing approximately 55% of American Capital’s outstanding
common stock as of the record date for the shareholder meeting. The final results will be
available on a Current Report on Form 8-K, to be filed by the Company.
Ares Capital has separately announced that its shareholders provided the necessary approval
for the merger transactions at a special meeting of its shareholders, which was also held today.
As previously announced, the merger transactions are expected to close as soon as the first
week of January 2017, subject to certain consents and customary closing conditions.
American Capital, Ltd.
December 15, 2016
Page 2
ADDITIONAL INFORMATION
Persons considering an investment in American Capital should consider the investment
objectives, risks and charges and expenses of the Company carefully before investing. Such
information and other information about the Company is available in the Company’s annual
report on Form 10-K, quarterly reports on Form 10-Q and in the prospectuses the Company
issues from time to time in connection with its offering of securities. Such materials are filed with
the Securities and Exchange Commission (“SEC”) and copies are available on the SEC’s
website, www.sec.gov. Prospective investors should read such materials carefully before
investing. Performance data quoted above represents past performance of American Capital.
Past performance does not guarantee future results and the investment return and principal
value of an investment in American Capital will likely fluctuate. Consequently, an investor’s
shares, when sold, may be worth more or less than their original cost. Additionally, American
Capital’s current performance may be lower or higher than the performance data quoted above.
This press release contains forward-looking statements. Forward-looking statements are based
on estimates, projections, beliefs and assumptions of management of the Company at the time
of such statements and are not guarantees of future performance. Forward-looking statements
involve risks and uncertainties in predicting future results and conditions. Actual results could
differ materially from those projected in these forward-looking statements due to a variety of
factors, including, without limitation, the uncertainties associated with the timing of transaction
closings, changes in interest rates, availability of transactions, changes in regional, national or
international economic conditions or changes in the conditions of the industries in which
American Capital has made investments. Certain factors that could cause actual results to differ
materially from those contained in the forward-looking statements are included in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2015 and the Company’s subsequent periodic filings. Copies are available on
the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this
press release, and are subject to change without notice. We disclaim any obligation to update
or revise any forward-looking statements based on the occurrence of future events, the receipt
of new information, or otherwise.