Asta Funding, Inc. Receives Stockholder Approval for Going-Private Transaction
September 25 2020 - 4:06PM
Asta Funding, Inc. (NASDAQ: ASFI) (“
Asta” or the
“
Company”) announced that at a virtual special
meeting of stockholders held earlier today, the Company’s
stockholders voted to adopt the merger agreement pursuant to which
the Company would become a wholly-owned subsidiary of Asta Finance
Acquisition Inc. (the “
Merger”). The transaction
was previously announced on April 8, 2020.
Approximately six million shares voted at the
special meeting were voted in favor of the proposal to adopt the
merger agreement, representing over 91% of the outstanding shares
of Asta’s common stock entitled to vote at the special meeting.
Such approval also represented the approval of the Merger by an
affirmative vote of the majority of the minority stockholders,
which includes stockholders other than Gary Stern and members of
the Stern Group. The Company will file the final vote results with
the Securities and Exchange Commission (the “SEC”)
on a Form 8-K.
Under the terms of the merger agreement, Asta
Funding Inc.’s stockholders will be entitled to receive $13.10 per
share in cash upon completion of the merger, which remains subject
to the satisfaction of customary closing conditions.
The transaction is expected to close during the
week of September 28, 2020. Upon closing of the transaction, Asta’s
common stock will cease trading on the NASDAQ Global Select Market,
and Asta will continue to be operated as an independent,
privately-held company and will remain based in Englewood Cliffs,
New Jersey.
Advisors
Lincoln International LLC is serving as
financial advisor to the Special Committee, Tannenbaum Helpern
Syracuse & Hirschtritt LLP is serving as legal counsel to the
Special Committee, and Troutman Pepper Hamilton Sanders LLP is
serving as legal counsel to the Company.
Safe Harbor Statement
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934 and as
that term is defined in the Private Securities Litigation Reform
Act of 1995, including, but not limited to, Asta’s expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements are sometimes identified by
their use of the terms and phrases such as “estimate,” “project,”
“intend,” “forecast,” “anticipate,” “plan,” “planning,” “expect,”
“believe,” “will,” “will likely,” “should,” “could,” “would,” “may”
or the negative of such terms and other comparable terminology.
These forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time, are
difficult to predict and are generally beyond the control of Asta.
Actual results may differ materially from current projections.
Important factors that may cause actual results
to differ materially from the results discussed in the
forward-looking statements or historical experience include risks
and uncertainties, including but not limited to, the ability of the
parties to consummate the Merger; satisfaction of closing
conditions to the consummation of the Merger; the impact of the
announcement or the closing of the Merger on the Asta’s
relationships with its employees, existing customers or potential
future customers; litigation and stockholder claims related to and
in connection with the Merger; and the ability to realize
anticipated benefits of the Merger. Further information on the
factors and risks that could affect Asta’s respective businesses,
financial conditions and results of operations are contained in
Asta’s filings with the SEC, which are available at www.sec.gov.
Forward-looking statements contained in this press release speak
only as of the date hereof. Asta assumes no obligation to update
any forward-looking statement contained in this press release.
About Asta
Asta Funding, Inc. (NASDAQ:ASFI), headquartered
in Englewood Cliffs, New Jersey, is a diversified financial
services company that assists consumers and serves investors
through the strategic management of three complementary business
segments: consumer receivables, social security disability advocacy
and personal injury claims. For more information, please visit
http://www.astafunding.com.
For more information:
Seth BermanGeneral Counsel(201)
308-9301sberman@astafunding.com
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