Brooke Credit Corporation Merges with Oakmont Acquisition Corp.
July 18 2007 - 3:20PM
PR Newswire (US)
Brooke Corporation to remain Largest Shareholder OVERLAND PARK,
Kan., July 18 /PRNewswire-FirstCall/ -- Robert D. Orr, chairman and
chief executive officer of Brooke Corporation (NASDAQ:BXXX)
announced today that Oakmont Acquisition Corp. stockholders have
approved the previously announced proposed merger between Brooke
Credit Corporation and Oakmont, and that the merger has been
completed. Oakmont stockholders also approved a number of related
proposals, including an equity incentive plan for the combined
company, an increase in the number of authorized shares, the annual
election of all directors and the name change of the combined
company, which will operate under the name Brooke Credit
Corporation. The common stock, warrants and units of Brooke Credit
Corporation, the post-merger combined company, are expected to
begin trading on the OTC Bulletin Board under the symbols "BRCR,"
"BRCRW" and "BRCRU," respectively, beginning at the open of
business on Thursday, July 19, 2007. Brooke Credit Corporation's
pre-merger shareholders and warrant holders own approximately 18.3
million shares of BRCR, which equates to approximately 68 percent
of the outstanding shares of BRCR and takes into account those
shares which voted against the merger and elected to have such
shares converted. Brooke Credit Corporation's pre-merger
shareholders and warrant holders will receive an additional 4
million shares of BRCR should BRCR achieve adjusted earnings (as
defined in the definitive Agreement and Plan of Merger) of $15
million in 2007, and an additional 1 million shares should BRCR
achieve adjusted earnings of $19 million based on the same
computation in 2008. Orr said "I am pleased with the completion of
this merger between Brooke Credit and Oakmont. Brooke Credit
becoming a public company is consistent with Brooke Corporation's
plans for Brooke Credit to independently raise the capital it
requires to expand its loan portfolio. As a result of this merger,
Brooke Credit has received a significant injection of equity
capital." Orr added "Additionally, this merger gives Brooke
Credit's entrepreneurial managers and employees the opportunity to
run their own show. I would like to acknowledge the entire Brooke
Credit team for its success in building long- term value in Brooke
Credit over the years and in closing this merger." Morgan Joseph
& Co. acted as exclusive financial advisor to Brooke Credit
Corporation in connection with the merger of Brooke Credit and
Oakmont Acquisition Corp. In addition, Morgan Joseph rendered a
fairness opinion to Brooke Corporation in connection with this
transaction. About our company ... Brooke Corporation is listed on
the Nasdaq Global Market under the symbol "BXXX". Brooke
Corporation is a holding company with two primary operating
subsidiaries. Its wholly owned subsidiary, Brooke Franchise
Corporation, distributes insurance and banking services through a
network of more than 800 franchise locations. Brooke Franchise was
named the 22nd largest U.S. insurance agency by Business Insurance
magazine (2006) and the country's No. 37 top franchise opportunity
by Entrepreneur magazine (2007). Brooke Corporation also owns a
controlling interest in Brooke Credit Corporation, listed on the
OTC Bulletin Board under the symbol "BRCR". BRCR originates loans
to insurance agencies and related businesses. BRCR's loan portfolio
balances totaled approximately $545.9 million on May, 31, 2007.
Contact ... Anita Larson, Brooke Corporation, or (913) 661-0123
E-mail Distribution ... To receive electronic press alerts, visit
the Brooke Corporation Media Room at
http://brookecorp.mediaroom.com/ and subscribe to our e-mail alerts
online through the Get the News link. This press release contains
forward-looking statements. All forward- looking statements involve
risks and uncertainties, and several factors could cause actual
results to differ materially from those in the forward-looking
statements. The following factors, among others, could cause actual
results to differ from those indicated in the forward-looking
statements: the uncertainty that the Company will achieve its
short-term and long-term profitability and growth goals,
uncertainties associated with market acceptance of and demand for
the Company's products and services, the impact of competitive
products and pricing, the dependence on third-party suppliers and
their pricing, its ability to meet product demand, the availability
of funding sources, the exposure to market risks, uncertainties
associated with the development of technology, changes in the law
and in economic, political and regulatory environments, changes in
management, the dependence on intellectual property rights, the
effectiveness of internal controls, and risks and factors described
from time to time in reports and registration statements filed by
Brooke Corporation with the Securities and Exchange Commission. A
more complete description of Brooke's business is provided in
Brooke Corporation's most recent annual, quarterly and current
reports, which are available from Brooke Corporation without charge
or at http://www.sec.gov/. DATASOURCE: Brooke Corporation CONTACT:
Anita Larson of Brooke Corporation, +1-913-661-0123, Web site:
http://www.brookecorp.com/
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