ProShares UltraShort Con... (AMEX:SCC)
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Security Capital Corporation (AMEX: SCC) ("Security
Capital" or the "Company") announced today that it entered into a
definitive stock purchase agreement on February 10, 2006 to sell its
91.52% interest (on a fully-diluted basis) in its Primrose Holdings,
Inc. ("Primrose") subsidiary to an affiliate of American Capital
Strategies, Ltd. (Nasdaq: ACAS). The aggregate purchase price for the
Company's interest in Primrose and those interests in Primrose held by
minority stockholders and optionholders is $85 million, subject to
certain adjustments set forth in the agreement relating to, among
other things, payables owed to the Company and Capital Partners, Inc.,
employee bonuses and transaction expenses, resulting in a net
aggregate purchase price of approximately $82.3 million.
Primrose is engaged in the franchising of educational child care
centers, with related activities in real estate consulting and site
selection services in the Southeast, Southwest and Midwest. Primrose
currently is one of the Company's two reportable segments, with the
other being the employer cost containment and health services segment
that consists of WC Holdings, Inc.
As previously announced, the Company is pursuing a formal sale
process for the Company in order to seek the highest price reasonably
obtainable for the stockholders of the Company. As also previously
announced, the formal sale process could involve a single transaction
for the sale of the Company as a whole, or separate transactions for
the sale of Primrose followed by the sale of the remainder of the
Company. In the course of conducting the formal sale process, the
Company has explored both alternatives and the Company's Board of
Directors has determined that the best way to maximize value for the
Company's stockholders is to sell Primrose and the remainder of the
Company in separate transactions.
Commenting on the formal sale process, Brian D. Fitzgerald,
Chairman, President and CEO of the Company, stated that: "The sale of
Primrose represents a significant step towards completing Security
Capital's formal sale process. Together with UBS Securities LLC, our
financial advisor, we are working to finalize the remaining aspects of
the formal sale process and currently expect to enter into a
definitive agreement during the first quarter of 2006 to sell the
remainder of Security Capital."
It is expected that the Company will realize for its 91.52%
interest (on a fully-diluted basis) in Primrose approximately $76.4
million (or approximately $11.06 per diluted share of the Company), on
a pre-tax basis, and $57.5 million (or approximately $8.33 per diluted
share of the Company), on a post-tax basis. The Company does not
currently intend to issue a special cash dividend to its stockholders
with respect to the net proceeds of the sale of Primrose payable to
it, but instead expects to retain such net proceeds until the
completion or termination of the Company's formal sale process.
The consummation of the Primrose transaction is subject to
customary closing conditions, including the expiration of all waiting
periods required by the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, and is expected to close by April 15, 2006.
UBS Securities LLC is the Company's financial advisor, and Morgan,
Lewis & Bockius LLP and Richards, Layton & Finger, P.A. are the
Company's legal advisors. Hill Street Capital LLC is providing a
fairness opinion in conjunction with the sale of Primrose.
The Company's two reportable segments are employer cost
containment and health services, and educational services. The
employer cost containment and health services segment consists of WC
Holdings, Inc., which provides services to employers and their
employees primarily relating to industrial health and safety,
industrial medical care, workers' compensation insurance and the
direct and indirect costs associated therewith. The educational
segment consists of Primrose.
This release contains "forward-looking" statements within the
meaning of the "safe harbor" provisions of the Private Litigation
Reform Act of 1995. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties
which could cause actual results to differ materially from those
described in the forward-looking statements. Such factors and
uncertainties include, but are not limited to: future legislative
changes which could impact the laws governing workers' compensation
and medical malpractice insurance in the various states in which the
Company's employer cost containment and health services segment
operates, the Company's ability to enhance its existing services and
successfully introduce and market new services, new service
developments by the Company's competitors, market acceptance of new
services of both the Company and its competitors, competitive
pressures on prices, the ability to attract and retain qualified
personnel, interest rates, the Company's ability to attract qualified
franchisees or access to financing for these franchisees, the effects
on the Company if a lender to one of the Company's subsidiaries
utilizes remedies available to it upon an event of default on loans at
one of the Company's subsidiaries and decisions relative to and the
outcome of the Company's formal sale process.