First Investors Financial Services Group, Inc.
FOR IMMEDIATE RELEASE Contact: Bennie H. Duck
Telephone: (713) 273-5116
AFFILIATE OF AQUILINE CAPITAL PARTNERS
TO ACQUIRE FIRST INVESTORS FINANCIAL SERVICES GROUP, INC.
Houston, Texas – September 26, 2012. First Investors Financial Services Group, Inc. (“FIFS.PK”) (“First Investors” or the “Company”) today announced that it has entered into a definitive merger agreement with FIFS Holdings Corp. (“FIFS Holdings”), a company controlled by Aquiline Capital Partners LLC, a New York-based private equity firm investing in the financial services sector (“Aquiline”). Under the merger agreement, FIFS Holdings will acquire all of the outstanding shares of First Investors common stock in an all-cash transaction valuing First Investors at $100 million. Stockholders of First Investors will receive $13.87 for each share of First Investors common stock they hold.
“The acquisition by Aquiline is the result of a thorough and competitive process focused on maximizing value for our stockholders,” said Tommy A. Moore, Jr., President and CEO of the Company. “Our board unanimously supports this transaction and believes that the acquisition will continue to expand the Company’s leadership position in the market it serves. As a management team, we are very excited to be partnering with Aquiline, a firm with an outstanding reputation, valuable industry expertise and capital resources that will enhance our ability to grow our company.”
Jeff Greenberg, Chief Executive of Aquiline, stated, “We are excited to partner with Tommy Moore and his management team. They have an impeccable reputation and the track record at First Investors is outstanding throughout their 23-year history.”
On September 25, 2012, the Company entered into a definitive merger agreement (the “Merger Agreement”) with FIFS Holdings and ACP (TX) Merger Sub, Inc., a wholly owned subsidiary of FIFS Holdings. The Merger Agreement contemplates the acquisition by FIFS Holdings of all of the issued and outstanding shares of capital stock of the Company for $100 million.
The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type, including the Company’s agreement to conduct its business in the ordinary course prior to the closing of the merger. Each party’s obligation to consummate the merger is subject to various customary closing conditions, including the approval of the Company’s stockholders, the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the continued employment of key members of senior management of the Company, all of whom have entered into employment agreements contingent upon the closing of the merger. In addition, the Merger Agreement provides a limited right of the Company’s board of directors to terminate the agreement under certain circumstances in order to satisfy its fiduciary duties consistent with applicable law (subject to the payment of a termination fee to FIFS Holdings).
The parties anticipate closing the merger as soon as practicable after receiving the approval of the Company’s stockholders and the satisfaction or waiver of the other closing conditions. The directors and certain officers and stockholders of First Investors representing in the aggregate approximately 58% of the outstanding common stock of First Investors have entered into an agreement to vote their shares of First Investors common stock in favor of the merger, including funds managed by and affiliates of Jacobs Asset Management, LLC, the Company’s largest stockholder, with approximately 42% of the outstanding common stock.
Keefe, Bruyette & Woods (“KBW”) and FalconBridge Capital Markets, LLC acted as financial advisers to First Investors, and KBW rendered a fairness opinion to the Company’s board of directors in conjunction with this transaction. Thompson & Knight LLP acted as legal advisor to First Investors. Willkie Farr & Gallagher LLP acted as legal advisor and Macquarie Capital acted as financial adviser to Aquiline.
The Company expects to hold a special meeting of its stockholders to consider and act upon the proposed transaction within the next thirty-five days. Details regarding the record date for, and date, time and place of, the special meeting will be included in a press release when finalized. In anticipation of the stockholders meeting, the Company will mail to its stockholders a notice of the meeting and a proxy statement relating to the transaction and the vote to be taken at the meeting. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS ACCOMPANYING IT IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER.
ABOUT FIRST INVESTORS FINANCIAL SERVICES GROUP, INC.
The Company is a consumer finance company engaged in originating and holding for investment automobile finance receivables and promissory notes originated by franchised automobile dealers or through refinancing transactions with the vehicle owners. The Company specializes in lending to consumers with impaired credit profiles. The Company also purchases receivables through portfolio acquisitions or from third party originators and performs third-party loan servicing for unaffiliated clients. The Company is headquartered in Houston, Texas. Copies of this press release and other information about the Company, including its historical financial statements, are available on the Company’s web site at .
ABOUT AQUILINE CAPITAL PARTNERS LLC
Aquiline is a private equity firm based in New York investing in financial services enterprises in industries such as property and casualty insurance, banking, securities, asset management and financial technology. Aquiline seeks to add value to its portfolio companies through strategic, operational, and financial guidance.
The statements contained in this release that are not historical statements of fact may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may often be, but are not always, identified by the use of such words such as “intends”, “anticipates”, or “proposes, or by statements that certain actions, events or results “may” or “will” be taken, occur or be achieved, and may include statements about future operations and the anticipated timing for closing the proposed merger. Any such forward-looking statements involve a number of risks and uncertainties, including without limitation the following: the possibility that the Company may be unable to obtain stockholder or other approvals required for the transaction or satisfy the other conditions to closing, and that the transaction may involve unexpected costs and risks inherent in the financial services industry. The actual results of future events could differ materially from those stated in any forward-looking statements herein. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date of this release. The Company undertakes no obligation to revise or update publicly any such forward-looking statements for any reason