Accredited Stockholders Approve Aames Merger; Accredited Also Announces Stock Repurchase Plan.SAN DIEGO San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. -- Accredited accredited recognition by an appropriate authority that the performance of a particular institution has satisfied a prestated set of criteria. accredited herds cattle herds which have achieved a low level of reactors to, e.g. Home Lenders Holding Co. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :LEND) announced that, at a special meeting of stockholders held today, its stockholders voted in favor of the issuance of shares of Accredited's common stock in order to effectuate ef·fec·tu·ate tr.v. ef·fec·tu·at·ed, ef·fec·tu·at·ing, ef·fec·tu·ates To bring about; effect. [Medieval Latin effectu the company's proposed acquisition of Aames Investment Corporation. Of the 86.4% of outstanding Accredited shares voted, approximately 99.7% were cast in favor of the merger. E[acute accent acute accent n. A mark (´) indicating: a. that a vowel is close or tense, as é in French été. b. that a vowel or syllable has a high or rising pitch, as in Chinese or Ancient Greek. c. ]Under the terms of the stock-and-cash transaction, the company will issue approximately 4.4 million shares of its common stock and pay cash in the amount of $109.0 million in exchange for all of the issued and outstanding shares of Aames common stock. If Aames is required to distribute dividends to stockholders to satisfy certain REIT REIT See: Real Estate Investment Trust REIT See real estate investment trust (REIT). tax requirements, the cash consideration will be reduced by the value of those dividends paid between now and closing of the merger. E[acute accent]"We are very pleased with the overwhelming support of our stockholders in favor of this merger," said James A. Konrath, chairman and chief executive officer of Accredited. "We are equally pleased that this affirmative vote puts us closer to our objective of closing the merger in the first week of October so that we can welcome Aames employees and stockholders into the Accredited family." E[acute accent]Accredited also announced today that its Board of Directors has authorized the repurchase of up to five million shares of its common stock. Under the program adopted by the Board, shares of Accredited's common stock may be repurchased from time to time in both privately negotiated and open market transactions, including pursuant to a 10b5-1 plan, subject to management's evaluation of market conditions, applicable legal requirements and other factors. A 10b5-1 plan allows Accredited to repurchase shares at times when it would ordinarily not be in the market because of its trading policies. The repurchases may be commenced or suspended at any time without prior notice and without further announcement. E[acute accent]About Accredited E[acute accent]Accredited Home Lenders Holding Co. is a mortgage company operating throughout the U.S. and in Canada. Accredited originates, finances, securitizes, services, and sells non-prime mortgage loans secured by residential real estate. Founded in 1990, the company is headquartered in San Diego. Additional information may be found at www.accredhome.com. E[acute accent]Forward Looking Statements E[acute accent]This news release contains statements which may be forward-looking within the meaning of applicable securities laws. Forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. include expectations about the timing of the merger, payment of dividends, the repurchase of shares and the satisfaction of closing conditions to the merger, including the receipt of regulatory approvals. Actual results and the timing of certain events could differ materially from those projected in or contemplated by these forward-looking statements due to a number of factors, including but not limited to: interest rate volatility and the level of interest rates generally; the nature and amount of competition and the availability of alternative loan products not offered by the company; general political and economic conditions; the sustainability of loan origination The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. volumes; the availability of financing for the origination of mortgage loans; the ability of the company to sell or securitize Securitize The practice of a company selling accounts receivables or other debts owed to it. The third party that buys the debt assumes ownership of it and the responsibility for collecting the debts, and keeps the repayments when made. mortgage loans; the company's ability to grow its portfolio; the ability of the company to manage costs; and other risk factors as outlined in Accredited Home Lenders Holding Co.'s annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the period ended December 31, 2005, its reports on Form 10-Q Form 10-Q See 10-Q. for the first and second quarters of 2006, and other documents filed with the SEC. Accredited undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. All forward-looking statements speak only as of the date of this press release and are qualified in their entirety by this cautionary statement. E[acute accent]Additional Information E[acute accent]On July 14, 2006, in connection with the pending merger transaction, Accredited Home Lenders Holding Co. ("Accredited") filed with the SEC a Registration Statement on Form S-4 containing a Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. / Prospectus for the stockholders of Aames Investment Corporation ("Aames") and the stockholders of Accredited. Stockholders are urged to read the Registration Statement and the Proxy Statement / Prospectus, as well as all other relevant documents filed or to be filed with the SEC, because they contain important information about Accredited, Aames and the proposed transaction. The Registration Statement was declared effective by the SEC on July 26, 2006, and the final Proxy Statement / Prospectus has been mailed to stockholders of Aames and stockholders of Accredited. Stockholders are able to obtain the Registration Statement, the Proxy Statement / Prospectus and any other relevant filed documents for free at the SEC's website (www.sec.gov). These documents can also be obtained for free from Accredited by directing a request to Investor Relations Investor relations The process by which the corporation communicates with its investors. , 15090 Avenue of Science, San Diego, CA 92128. E[acute accent]Accredited, Aames and their respective directors and officers may be deemed to be participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of approvals from Aames stockholders in respect of the proposed transaction. Information regarding the participants of Accredited and Aames is available in the Proxy Statement / Prospectus, which was filed with the SEC. Additional information regarding the interests of such participants was included in the Registration Statement containing the Proxy Statement / Prospectus that was filed with the SEC. |
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