Ameritrans Capital Corporation to Merge into Medallion Financial.Business Editors NEW YORK--(BUSINESS WIRE)--May 5, 2000 The board of directors of Ameritrans Capital Corporation, (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 : AMTC AMTC Applied Media Technologies Corporation AMTC Aerospace Manufacturing Technology Centre (Canada) AMTC American Modeling and Talent Convention AMTC Army Missile Test Center (White Sands Missile Range, NM) ) and Medallion Financial Corporation (NASDAQ: TAXI) have unanimously approved the merger of the two companies that will create the largest national taxi medallion lender in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Under the agreement approved by the boards of both companies, AMTC shares will be converted into shares of TAXI at a rate that is dependent on the average price of Medallion common shares for the 20 days prior to the closing of the merger. Based upon the 52 week high and low price for TAXI shares of $15.00 and $22.25, the conversion rate would be 0.603 and 0.501 shares respectively of TAXI shares for each share of Ameritrans. These conversion rates have an implied value to AMTC shareholders of $9.04 and $11.14 per share, respectively. Based upon Medallion's closing price on Thursday Thursday: see week. , May 4, of $16.50, that would equate e·quate v. e·quat·ed, e·quat·ing, e·quates v.tr. 1. To make equal or equivalent. 2. To reduce to a standard or an average; equalize. 3. to a price of $9.64 to Ameritrans shareholders. Gary Gary, city (1990 pop. 116,646), Lake co., NW Ind., a port of entry on Lake Michigan; inc. 1909. Gary was founded by the U.S. Steel Corporation, which purchased the land in 1905 and landscaped it for a city. Granoff, chief executive officer of Ameritrans Capital Corp. said that the merger consummates a 20 year partnership between the two companies. "Ameritrans and Medallion have competed for loans and have invested side by side for more than 20 years. In the past, Ameritrans personnel have performed varied and extensive legal work for Medallion. The two companies have an extremely close working relationship, and as a result, we have been able to craft a merger that capitalizes on the strengths of both firms." After the merger, Mr. Granoff will become Executive Vice President and General Counsel of Medallion Financial. Andrew Murstein, President of Medallion said, "We have been extremely active with mergers and acquisitions during the past year. The merger with Ameritrans is our largest asset transaction to date and strategically, we consider it one of our most important in terms of helping us grow our core businesses. The addition of Gary Granoff to our staff brings a significant level of legal experience, industry contacts and taxi medallion lending expertise to our senior management team. Personally, I am extremely pleased he will be part of our team, and I look forward to working with him." The transaction, which is expected to close during the fourth quarter of 2000, is subject to customary regulatory approvals, satisfactory completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , the approval of AMTC shareholders and the approval of certain lenders. Benefits of Transaction - The merger of Medallion and AMTC will extend the geographic reach of both companies' medallion lending business. - The merger of AMTC and Medallion will combine the commercial lending practices of both businesses, creating a greater presence in the non-bank commercial lending business. - The merger of AMTC and Medallion will increase the pool of managerial and executive talent. - The merger will combine approximately $60 million of Ameritrans assets with the more than $509 million of Medallion assets. In addition, Ameritrans capital of approximately $14 million will be added to Medallion's more than $150 million of capital. - The merger will enable the combined entity to enjoy economies of scale in its operating costs operating costs npl → gastos mpl operacionales . - The merger may enable the Ameritrans portfolio of loans to enjoy a lower cost of capital. - The merger will result in AMTC shareholders receiving Medallion shares with more liquidity and greater visibility in the capital markets. - Both AMTC and Medallion are Regulated Investment Companies Regulated investment company An investment company allowed to pass capital gains, dividends, and interest earned on fund investments directly to its shareholders so that it is taxed only at the personal level, and double taxation is avoided. (RICs) and as a result are required to pay at least 90% of their net income to shareholders in the form of dividends. As a result, shareholders of AMTC will continue to receive dividends that are paid by Medallion.
Summary Transaction Terms
Exchange Ratio Dependent upon the closing price
of Medallion prior to closing.
Accounting Structure Pooling of interests.
Company Name Ameritrans Capital Corporation
name continues as a Medallion
subsidiary.
Headquarters New York City
Target Closing Date Fourth quarter 2000
About Ameritrans Ameritrans Capital Corporation is a specialty finance company engaged in making loans to and investments in small businesses. Ameritrans' wholly-owned subsidiary Elk Associates Funding Corporation was licensed by the United States Small Business Administration as a Small Business Investment Company (SBIC SBIC Small Business Investment Company SBIC Sustainable Buildings Industry Council SBIC Singapore Bioimaging Consortium (Singapore) SBIC School Bus Information Council SBIC Saudi Basic Industries Corporation SBIC Scsi Bus Interface Controller ) in 1980. The company maintains its offices at 747 Third Avenue; 4th Floor; New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , NY 10017. About Medallion Financial Corp. Medallion Financial Corp. is a specialty finance company with a leading position in the origination Origination The process through which a mortgage lender creates a mortgage secured by some amount of the mortgagor's real property. Notes: Also known as loan origination, everyone must go through the origination process when securing a mortgage for a piece of real and servicing of loans financing the purchase of taxicab medallions and related assets. The Company also originates and services commercial loans financing small businesses in other targeted industries, and operates one of the largest taxicab rooftop advertising businesses in the nation. The Company and its subsidiaries have lent over $1 billion to the taxicab industry and commercial equipment industries. As a regulated investment company (RIC RIC Rhode Island College RIC Rehabilitation Institute of Chicago RIC Regulated Investment Company RIC Royal Irish Constabulary RIC Reuters Instrument Code RIC Roman Imperial Coinage RIC Resources Inventory Committee RIC Rapid Intervention Crew ), Medallion complies with the requirement to distribute at least 90% of its income to shareholders, and as a consequence, pays no corporate income tax on the amount of income distributed. This announcement contains certain 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. within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those presently anticipated or projected. Ameritrans Capital Corporation cautions investors not to place undue reliance on forward-looking statements, which speak only as to management's expectations on this date. |
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