GREAT NECK, N.Y., Aug. 24, 2015 /PRNewswire/ -- A.F. Petrocelli, the Chairman, Chief Executive Officer and the owner of approximately 94% of United Capital Corp. (OTC Pink: UCAP) (the "Company") has agreed to acquire the remaining issued and outstanding shares of the Company pursuant to a definitive merger agreement entered into today between the Company and an entity controlled by Mr. Petrocelli.
Under the terms of the merger agreement, which has been unanimously approved by both a Special Committee of the Board of Directors of the Company consisting solely of independent directors, and the entire Board of Directors, all stockholders of the Company (other than Mr. Petrocelli and his affiliates) will receive $32.00 per share in cash for each share of the Company they own at the effective time of the merger.
The merger is subject to certain customary closing conditions and will be completed as a short form merger transaction under Section 253 of the Delaware General Corporation Law. The parties anticipate the closing of the merger to occur within 30 days.
Certain statements in this press release and other statements made by the Company or its representatives that are not strictly historical facts are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 that should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. The forward-looking statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results, performance and/or achievements of the Company to differ materially from any future results, performance or achievements, expressed or implied, by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, and that in light of the significant uncertainties inherent in forward-looking statements, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. The Company also assumes no obligation to publicly update or revise its forward-looking statements or to advise of changes in the assumptions and factors on which they are based.
Anthony J. Miceli
Chief Financial Officer
SOURCE United Capital Corp.