Joint Proxy Statement/Prospectus Declared
Effective
Ares Capital Corporation (NASDAQ: ARCC) and American Capital,
Ltd. (NASDAQ: ACAS) have announced the scheduling of meetings of
their respective stockholders to be held on December 15, 2016 to
seek adoption of the merger agreement, which is necessary to
complete the mergers, and approval of certain other matters from
such stockholders. Each company's common stockholders of record as
of the close of business on October 17, 2016 are entitled to vote
at their respective meetings.
The companies also announced that ARCC’s registration statement
on Form N‐14, which includes a joint proxy statement of ARCC and
ACAS and a prospectus of ARCC, has been declared effective by the
Securities and Exchange Commission (“SEC”). The joint proxy
statement/prospectus is first being mailed or otherwise delivered
to stockholders on or about October 18, 2016. The joint proxy
statement/prospectus contains important information about the
proposed merger transaction, the merger agreement and the proposals
to be considered at the stockholder meetings.
Both ARCC’s and ACAS’s boards of directors, including the
independent directors, unanimously recommend that their respective
stockholders vote "FOR" adoption of the merger agreement, which is
necessary to complete the mergers, and approval of related matters.
The companies expect the transaction to close as early as the first
week of January 2017, assuming receipt of the necessary stockholder
approvals at the stockholder meetings, the receipt of certain third
party consents and the satisfaction of other customary closing
conditions.
ARCC stockholders who have questions about the joint proxy
statement/prospectus or voting their shares should contact D. F.
King & Co., Inc., which is assisting ARCC with the solicitation
of proxies, toll-free at 1-800-967-7635 or collect at
1-212-269-5550.
ACAS stockholders who have questions about the joint proxy
statement/prospectus or voting their shares should contact
Georgeson Inc., which is assisting ACAS with the solicitation of
proxies, toll free at 1-866-628-6079 or 1-781-575-2137 for
international callers.
About Ares Capital Corporation
Ares Capital Corporation (“Ares Capital”) is a leading specialty
finance company that provides one-stop debt and equity financing
solutions to U.S. middle market companies, venture capital backed
businesses and power generation projects. Ares Capital originates
and invests in senior secured loans, mezzanine debt and, to a
lesser extent, equity investments through its national direct
origination platform. Ares Capital’s investment objective is to
generate both current income and capital appreciation through debt
and equity investments primarily in private companies. Ares Capital
has elected to be regulated as a business development company
(“BDC”) and as of June 30, 2016, was the largest BDC by total
assets and market capitalization. Ares Capital is externally
managed by a subsidiary of Ares Management, L.P. (NYSE:ARES), a
publicly traded, leading global alternative asset manager. For more
information about Ares Capital, visit www.arescapitalcorp.com.
However, the contents of such website are not and should not be
deemed to be incorporated by reference herein.
About American Capital, Ltd.
American Capital, Ltd. (“American Capital”) is a publicly traded
private equity firm and global asset manager. American Capital,
both directly and through its asset management business,
originates, underwrites and manages investments in middle market
private equity, leveraged finance and structured products. American
Capital manages $10 billion of assets, including assets on its
balance sheet and fee earning assets under management by affiliated
managers. Through a wholly owned affiliate, American Capital
manages publicly traded American Capital Senior Floating, Ltd.
(NASDAQ: ACSF) with $117 million of total net book value. American
Capital and its affiliates operate out of six offices in the U.S.
and Europe. For further information about American Capital, please
refer to www.AmericanCapital.com.
However, the contents of such website are not and should not be
deemed to be incorporated by reference herein.
No Offer or Solicitation
The information in this communication is for informational
purposes only and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to or in connection with the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed transaction, Ares Capital has
filed with the SEC a registration statement on Form N-14 (the
“Registration Statement”) that includes a joint proxy statement of
Ares Capital and American Capital (the “Joint Proxy Statement”) and
that constitutes a prospectus of Ares Capital. The Joint Proxy
Statement and Registration Statement, as applicable, are first
being mailed or otherwise delivered to stockholders on or about
October 18, 2016. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE JOINT PROXY STATEMENT AND THE REGISTRATION STATEMENT, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
AMERICAN CAPITAL, ARES CAPITAL, THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders will be able to
obtain the Joint Proxy Statement, the Registration Statement and
other documents filed with the SEC by American Capital and Ares
Capital, free of charge, from the SEC’s website at www.sec.gov and
from either American Capital’s or Ares Capital’s websites at
www.americancapital.com or at www.arescapitalcorp.com. Investors
and security holders may also obtain free copies of the Joint Proxy
Statement, the Registration Statement and other documents filed
with the SEC from American Capital by contacting American Capital’s
Investor Relations Department at 1-301-951-5917 or from Ares
Capital by contacting Ares Capital’s Investor Relations Department
at 1-888-818-5298.
Participants in the Solicitation
American Capital, Ares Capital and their respective directors,
executive officers, other members of their management and employees
may be deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be considered
participants in the solicitation of the Ares Capital and American
Capital stockholders in connection with the proposed transaction is
set forth in the Joint Proxy Statement and Registration Statement
filed with the SEC. More detailed information regarding the
identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the Joint Proxy Statement and the Registration Statement when such
documents become available. These documents may be obtained free of
charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking” statements as that
term is defined in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of
1934, as amended by the Private Securities Litigation Reform Act of
1995, including statements regarding the proposed transaction
between American Capital and Ares Capital pursuant to a merger
between American Capital and Ares Capital. All statements, other
than historical facts, including statements regarding the expected
timing of the closing of the proposed transaction; the ability of
the parties to complete the proposed transaction considering the
various closing conditions; the expected benefits of the proposed
transaction such as improved operations, enhanced revenues and cash
flow, growth potential, market profile and financial strength; the
competitive ability and position of the combined company following
completion of the proposed transaction; and any assumptions
underlying any of the foregoing, are forward-looking statements.
Forward-looking statements concern future circumstances and results
and other statements that are not historical facts and are
sometimes identified by the words “may,” “will,” “should,”
“potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,”
“estimate,” “overestimate,” “underestimate,” “believe,” “could,”
“project,” “predict,” “continue,” “target” or other similar words
or expressions. Forward-looking statements are based upon current
plans, estimates and expectations that are subject to risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that
such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from
such plans, estimates or expectations include, among others,
(1) that one or more closing conditions to the transaction may
not be satisfied or waived, on a timely basis or otherwise,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the proposed transaction,
may require conditions, limitations or restrictions in connection
with such approvals or that the required approval by the
stockholders of each of American Capital and Ares Capital may not
be obtained; (2) the risk that the mergers or other
transactions contemplated by the ARCC/ACAS merger agreement may not
be completed in the time frame expected by American Capital and
Ares Capital, or at all; (3) unexpected costs, charges or
expenses resulting from the proposed transaction;
(4) uncertainty of the expected financial performance of the
combined company following completion of the proposed transaction;
(5) failure to realize the anticipated benefits of the
proposed transaction, including as a result of delay in completing
the proposed transaction or integrating the businesses of American
Capital and Ares Capital; (6) the ability of the combined
company to implement its business strategy; (7) difficulties
and delays in achieving synergies and cost savings of the combined
company; (8) inability to retain and hire key personnel;
(9) the occurrence of any event that could give rise to
termination of the ARCC/ACAS merger agreement; (10) the risk that
stockholder litigation in connection with the proposed transaction
may affect the timing or occurrence of the contemplated merger or
result in significant costs of defense, indemnification and
liability; (11) evolving legal, regulatory and tax regimes; (12)
changes in laws or regulations or interpretations of current laws
and regulations that would impact Ares Capital’s classification as
a business development company; (13) changes in general economic
and/or industry specific conditions; and (14) other risk factors as
detailed from time to time in American Capital’s and Ares Capital’s
reports filed with the SEC, including American Capital’s and Ares
Capital’s respective annual reports on Form 10-K for the year
ended December 31, 2015, periodic quarterly reports on
Form 10-Q, periodic current reports on Form 8-K and other
documents filed with the SEC.
Any forward-looking statements speak only as of the date of this
communication. Neither American Capital nor Ares Capital undertakes
any obligation to update any forward-looking statements, whether as
a result of new information or development, future events or
otherwise, except as required by law. Readers are cautioned not to
place undue reliance on any of these forward-looking
statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20161018005898/en/
For Ares Capital Corporation:Media Relations:Mendel
CommunicationsBill Mendel,
212-397-1030bill@mendelcommunications.comorInvestor
Relations:Ares Capital CorporationJana Markowicz,
888-818-5298markowicz@aresmgmt.comorCarl Drake,
888-818-5298cdrake@aresmgmt.comorFor American Capital:American
Capital Investor Relations:301-951-5917
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