Access Plans Announces Definitive Agreement to Be Acquired by Aon Affinity, a Leader in the Consumer, Association and Group P...
February 27 2012 - 7:28AM
Marketwired
Access Plans, Inc. (OTCBB: APNC), a marketing company specializing
in turnkey, private-label membership benefit plans that provide
discount products and services, protection benefits and retail
services to more than one million customers in the United States
and Canada, announced today that it has entered into a definitive
agreement to be acquired by Aon Affinity. Aon Affinity is the
consumer, association and group program business of Aon Risk
Solutions, the global risk management business of Aon Corporation.
Under the terms of the agreement, Aon Affinity will acquire all
of the outstanding shares and options to acquire Access Plans
common stock for an aggregate consideration of approximately $70.1
million in cash, subject to adjustment for the amount of cash held
by Access Plans at closing, net of indebtedness, transaction costs
and certain other expenses. Assuming a net cash amount of $15.0
million, the per share cash consideration is estimated to be $3.30.
The actual per share merger consideration will be determined by the
formula set forth in the merger agreement.
The boards of directors of both companies have unanimously
approved the agreement under which Access Plans will merge with an
Aon Affinity subsidiary. The holders of a majority of the
outstanding shares of common stock of Access Plans executed written
consents approving and adopting the merger agreement and the merger
shortly after the execution of the definitive merger agreement by
the parties. No additional shareholder action is required.
Access Plans is the nation's largest membership plan provider in
the specialty rent-to-own market space. The company bundles a broad
range of discounted non-insurance products and services -- ranging
from medical, dental, vision and pharmacy benefits to groceries,
restaurant meals and hotel rooms. These plans are sold to consumers
primarily through more than 300 retail and rent-to-own businesses
with more than 10,000 storefronts in the United States, Canada and
Puerto Rico. Access Plans recently divested its insurance marketing
division.
"At Access Plans, we provide opportunities for people to save
money on the things they spend money on every day and offer access
to products and services they might otherwise be unable to afford,"
said Danny Wright, Chairman and Chief Executive Officer of Access
Plans. "This sale represents a natural step for us. Becoming a part
of the leading risk advisory firm translates into a positive
outcome for our shareholders, greater options and value for our
clients and increased opportunities for our employees."
Aon Affinity specializes in providing custom insurance and risk
management programs to more than 200 major professional
associations and corporations, serving 16.5 million individual
customers.
Southwest Securities, Inc. served as the exclusive financial
advisor to Access Plans, Inc. on the transaction.
Access Plans' executive team and administrative staff will
remain in their Norman, Oklahoma and Irving, Texas locations and
operate as a business unit of Aon Affinity, based in Hatboro,
Penn.
The transaction is expected to close during the second quarter
of 2012 and is subject to various closing conditions.
About Access Plans, Inc.
Access Plans, Inc. (OTCBB: APNC) is a leading membership
benefits marketing company. Benefit Marketing Solutions, its
wholesale distribution channel, and Access Plans USA, its retail
distribution channel, specialize in turnkey, private-label
membership benefit plans that provide discount products and
services, protection benefits and retail services to more than 1
million customers in the United States and Canada. The Company was
founded as Alliance HealthCard, Inc. in 1998 as a provider of
discount medical plans with a focus on creating, marketing, and
distributing membership savings programs primarily to underserved
markets in the United States. Today, Access Plans, Inc. provides
access to plans and programs that create revenue and value for its
marketing clients and offer value and savings for their end-user
consumers. For more information, please visit
www.accessplans.com.
About Aon Affinity
Aon Affinity is a trade name for Affinity Insurance Services,
Inc. Aon Affinity combines the specialized knowledge of affinity
program management with the extensive resources of a global company
to bring an everyday commitment to helping clients achieve their
goals. Affinity offers full service capabilities; technical
expertise and industry knowledge that adds value through an
innovative approach to program strategy, from the design of
products and services to the delivery of the marketing message.
Visit www.aon.com/affinity for more information.
About Aon
Aon Corporation is the leading global provider of risk
management, insurance and reinsurance brokerage, and human resource
solutions and outsourcing services. Through its more than 61,000
colleagues worldwide, Aon unites to empower results for clients in
over 120 countries via innovative and effective risk and people
solutions and through industry-leading global resources and
technical expertise. Aon has been named repeatedly as the world's
best broker, best insurance intermediary, reinsurance intermediary,
captives manager and best employee benefits consulting firm by
multiple industry sources. Visit http://www.aon.com for more
information on Aon and http://www.aon.com/manchesterunited to learn
about Aon's global partnership and shirt sponsorship with
Manchester United.
Safe Harbor Statement
This communication contains certain statements related to future
results, or states our intentions, beliefs and expectations or
predictions for the future which are forward-looking statements as
that term is defined in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to
differ materially from either historical or anticipated results
depending on a variety of factors. Potential factors that could
impact results include: the possibility that the expected
efficiencies and cost savings from the proposed transaction will
not be realized, or will not be realized within the expected time
period; disruption from the proposed transaction making it more
difficult to maintain business and operational relationships; and
the possibility that the proposed transaction does not close,
including, but not limited to, due to the failure to satisfy the
closing conditions. Further information concerning Aon, Access
Plans, and their respective businesses, including factors that
potentially could materially affect Aon's and Access Plans'
financial results, is contained in Aon's and Access Plans' filings
with the Securities and Exchange Commission (the "SEC"). See Aon's
Annual Report on Form 10-K for the fiscal year ended December 31,
2011, Access Plans' Annual Report on Form 10-K for the fiscal year
ended September 30, 2011 and other public filings with the SEC for
a further discussion of these and other risks and uncertainties
applicable to Aon's and Access Plans' businesses. Neither Aon nor
Access Plans undertakes, and each of them expressly disclaims, any
duty to update any forward-looking statement whether as a result of
new information, future events or changes in their respective
expectations, except as required by law.
Additional Information
In connection with the merger, Access Plans will prepare an
information statement to be filed with the SEC that will provide
additional important information concerning the merger. When
completed, a definitive information statement will be mailed to the
shareholders of Access Plans. Access Plans' shareholders will be
able to obtain, without charge, a copy of the information statement
(when available) and other relevant documents filed with the SEC
from the SEC's website at http://www.sec.gov. Access Plans'
shareholders will also be able to obtain, without charge, a copy of
the information statement and other documents relating to the
merger (when available) upon written request to Access Plans, Inc.,
900 36th Avenue, Suite 105, Norman, OK 73072, by calling (405)
579-8525 or from Access Plans' website,
http://www.accessplans.com.
Contact: Access Plans, Inc. Robert Hoeffner 405-579-8525
bhoeffner@accessplans.com or RJ Falkner & Company, Inc.
Investor Relations Counsel 830-693-4400 info@rjfalkner.com
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